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Item 1A. Risk Factors

2022-04-08 compared with 2021-03-31 · 393 added, 373 removed, 279 unchanged (73% of the section changed)

12 unchanged sentences

Below is a summary of some of the risks we face.

• We have limited capital resources and will need additional funding before we are able to achieve profitability.

If we are unable to raise additional capital on attractive terms, or at all, we may be unable to sustain our operations.

• We have been and may continue to be affected materially and adversely by increases in raw material and transportation costs and may be unable to recover certain costs due to provisions in our material contracts.

• The ongoing COVID-19 pandemic has resulted in significant disruptions to our business operations, including shortages or disruptions in labor and raw materials in our concentrates business, disruptions to the supply chain for pharmaceutical products in our clinical development programs and impacts on the commercialization of our Triferic products and our clinical trials, which could have a material adverse effect on our business.

• The long-term success of our business depends on our ability to leverage the FPC platform to develop new therapies in disease states that currently have an unmet need for management of iron deficiency.

If we are unable to develop, obtain regulatory approval for or successfully commercialize these new therapies, or if we experience significant delays in doing so, our business will be materially harmed.

• The near-term success of our business depends substantially on the successful commercialization of Triferic (dialysate) and Triferic AVNU.

If these Triferic products fail to gain broader market acceptance, our business may be harmed.

• The ongoing COVID-19 pandemic has resulted in significant disruptions to our business operations, including the commercial launch of our Triferic products and our clinical trials, which could have a material adverse effect on our business.

• Our ability to market Triferic (dialysate) and Triferic AVNU is limited by the FDA to those specific indications and conditions for which clinical safety and efficacy have been demonstrated.

• Clinical drug development involves a lengthy and expensive process with uncertain timelines and uncertain outcomes, and the results of prior preclinical or clinical trials are not necessarily predictive of our future results.

• Clinical drug development is a lengthy and expensive process with timelines and uncertain outcomes that may be beyond the control of the Company.

Results of preclinical studies or previous clinical trials are not necessarily predictive of future results.

• Our FPC pipeline product candidates have not received regulatory approval in the disease state we are investigating.

If we are unable to obtain regulatory approvals to market such product candidates, our business will be adversely affected.

• The ongoing COVID-19 pandemic has resulted in, and may continue to result in significant disruptions to our concentrates business operations, which could have a material adverse effect on our business.

RISKS RELATED TO OUR FINANCIAL POSITION

We have limited capital resources and will likely need additional funding before we are able to achieve profitability .

If we are unable to raise additional capital on attractive terms, or at all, we may be unable to sustain our operations.

We have limited capital resources, a cumulative deficit of approximately $370.1 million since inception and we expect to incur further losses for the foreseeable future.

As of December 31, 2021, we had approximately $22.4 million of cash, cash equivalents and investments available-for-sale, and working capital of $14.3 million.

Net cash used in operating activities for the year ended December 31, 2021 was approximately $33.5 million.

In March 2020, we entered into a Loan and Security Agreement (the "Loan Agreement") with Innovatus Life Sciences Lending Fund I, LP, ("Innovatus") to make certain term loans to the Company in the aggregate principal amount of up to $35.0 million.

Net draw down proceeds at closing were approximately $21 million, net of estimated fees and expenses.

Our ability to fund our activities will be dependent upon our ability to raise additional funds in a defined timeline, restructure the contract with the other major customer in our concentrates business, successfully execute on the development of the FPC platform in new indications and find a partner that can successfully commercialize and increase adoption of Triferic (dialysate) and Triferic AVNU in the United States.

All of these factors are subject to significant risks and uncertainties and there can be no assurance that we will be successful in raising additional capital, restructuring our contracts, achieving approval of FPC in new indications or finding a partner to expand our Triferic franchise.

If we are unable to achieve one or all of these items, we may be forced to implement cost-saving measures that may potentially have a negative impact on our activities.

If we are unable to raise required capital, we may be forced to curtail our activities and, ultimately, cease operations.

Even if we are able to raise sufficient capital, such financings may only be available on unattractive terms, or result in significant dilution of stockholders’ interests and, in such event, the market price of our common stock may decline.

Our Loan Agreement with Innovatus contains certain covenants that could adversely affect our operations and, if an event of default were to occur, we could be forced to repay the outstanding indebtedness sooner than planned and possibly at a time when we do not have sufficient capital to meet this obligation.

The occurrence of any of these events could cause a significant adverse impact on our business, prospects and share price.

Pursuant to the Loan Agreement, we have pledged substantially all of our assets and the assets of our subsidiary, Rockwell Transportation, Inc., and have agreed that we may not sell or assign rights to our patents and other intellectual property without the prior consent of Innovatus.

Additionally, the Loan Agreement contains customary representations and warranties and affirmative covenants, subject to customary carve outs, and includes financial covenants related to liquidity and trailing twelve months sales of Triferic, with the latter beginning with the period ending December 31, 2020.

The Loan Agreement also contains negative covenants that, among other things, restrict our ability to:

• incur additional indebtedness;

• grant liens;

• make distributions, including dividends;

• enter into a merger or consolidation;

• alter the business of the Company;

• sell all or a portion of the Company’s property, business or assets.

These terms of the Loan Agreement could prevent us from taking certain actions without the consent of our lenders, which may limit our flexibility in operating our business and our ability to take actions that might be advantageous to us and our stockholders, placing us at a competitive disadvantage compared to our competitors who have less leverage and who therefore may be able to take advantage of opportunities that our leverage prevents us from exploiting.

These covenants could also limit our ability to make needed capital expenditures or otherwise conduct necessary or desirable business activities.

If we cannot maintain compliance with the covenants under our Loan Agreement, we may trigger an event of default.

Our ability to comply with these covenants may be adversely affected by events beyond our control.

For example, the Loan Agreement contains certain financial covenants relating to sales and, as a result of the ongoing COVID-19 pandemic and its effect on our sales activities, among other factors, we were not able to satisfy such covenants as of December 31, 2020.As such, we utilized the cure options which were accepted by Innovatus to regain compliance.

In September 2021, we entered into an amendment to the Loan Agreement in which the Company, in exchange for Innovatus lowering the sales covenants, agreed to (i) prepay an aggregate principal amount of $7,500,000 in ten installments commencing on December 1, 2021;

(ii) pay an additional prepayment premium of 5% on prepaid amounts if the Company elects to prepay all outstanding term loans on or before September 24, 2023 and (iii) maintain minimum liquidity of no less than $5,000,000 if the aggregate principal amount of term loans is greater than $15,000,000 pursuant to the liquidity covenant in the Loan Agreement.

As of December 31, 2021, the Company was in compliance with all reporting and financial covenants, but there can be no assurance that we will be able to maintain compliance in the future.

The Loan Agreement also includes customary events of default, including, among other things, a change of control or a failure to comply with certain of the covenants in the Loan Agreement.

Upon the occurrence and continuation of an event of

default, all amounts due under the Loan Agreement become (in the case of a bankruptcy event), or may become (in the case of all other events of default and at the option of Innovatus), immediately due and payable.

If an event of default under the Loan Agreement should occur, we could be required to immediately repay the outstanding indebtedness.

If we are unable to repay this debt, the lenders would be able to foreclose on the secured collateral, including our cash accounts, and take other remedies permitted under the Loan Agreement.

Even if we are able to repay the indebtedness on an event of default, the repayment of these sums may significantly reduce our working capital and impair our ability to operate as planned.

The occurrence of any of these events could cause a significant adverse impact on our business and financial condition.

Our existing capital resources may not be adequate to finance our operating cash requirements for the length of time that we have estimated and additional capital that we may need to operate or expand our business may not be available.

Our forecast of the period of time through which our existing capital resources will be adequate to support our current operations is a forward-looking statement that involves risks and uncertainties.

The actual amount of funds we will need to operate is subject to many factors, some of which are beyond our control.

These factors include, but are not limited to:

• the timing of any restructuring of any of the other major contract for our concentrates business;

• the timing of securing a partner to help us commercialize Triferic in the United States;

• the timing, design and conduct of, and results from, clinical trials that we may conduct;

• the timing of the licensing, partnering and acquisition of new product and product candidate opportunities.

Because our cash is currently insufficient to meet our future operating requirements, we will have to raise additional funds and are required to do so to maintain compliance with the Products Purchase Agreement.

Our capital raising activities may include, but may not be limited to, the issuance of common stock or other securities via private placement or public offerings or the issuance of debt.

While we may seek capital through a number of means, there can be no assurance that additional financing will be available on acceptable terms, if at all.

Furthermore, additional equity financings may be dilutive to our stockholders and newly issued securities may have rights, preferences or privileges senior to those of holders of our common stock.

Any debt financing is limited by the terms of our Securities Purchase Agreement with DaVita, dated as of April 6, 2022, pursuant to which they invested in our convertible preferred stock.

Specifically, until DaVita owns less than 50% of its investment, the Company may only incur additional debt in the form of a purchase money loan, a working capital line of up to $5 million or to refinance existing debt, unless DaVita consents.

Debt financing, if available, may involve significant cash payment obligations and covenants that restrict our ability to operate as a business.

If our operations or development activities require substantial cash resources in the future in excess of our liquid resources on hand and if our cash flows are not sufficient to support financing through unsecured indebtedness, we may not be able to obtain debt financing and our capital financing options may become limited.

Regardless of whether we seek to raise additional working capital through the sale of equity securities or the incurrence of indebtedness, if we do not have sufficient funds available to run our concentrates business, conduct planned clinical studies and pursue business opportunities, our business, results of operations, financial position and cash flows could be materially adversely affected.

Unfavorable weather or economic conditions could adversely affect our business, financial condition or results of operations.

Our results of operations could be adversely affected by general weather conditions, as well as conditions in the U.S.

and global economy and in the global financial markets.

A severe weather or other geological event in our locations or those of our suppliers, or prolonged economic downturn or persistent inflation have and could continue to result in a variety of risks to our business, including our ability to recover our costs or to raise additional capital when needed on acceptable terms, if at all.

A weak or declining economy could also strain our suppliers, possibly resulting in supply disruption.

Any of the foregoing could harm our business and we cannot anticipate all of the ways in which the current economic climate and financial market conditions could adversely impact our business.

Our future success depends on our ability to retain executives and key employees and to attract, retain and motivate qualified personnel in the future.

We are highly dependent on the product development, clinical and business development expertise of the principal members of our management, scientific and clinical team.

We have hired executive-level employees who are leading Company initiatives, including clinical efforts.

Although we have entered into employment agreements with our executives and key

employees, each of them may terminate their employment with us at any time.

We do not maintain “key person” insurance for any of our executives or other employees.

Recruiting and retaining qualified scientific, clinical, manufacturing, sales and marketing personnel is critical to our success.

The loss of the services of our executive officers or other key employees could impede the achievement of our development and commercialization objectives and seriously harm our ability to successfully implement our business strategy.

Furthermore, replacing executive officers and key employees may be difficult and may take an extended period of time because of the limited number of individuals in our industry with the breadth of skills and experience required to successfully develop, gain regulatory approval of, and commercialize products.

Competition to hire from this limited pool is intense, and we may be unable to hire, train, retain or motivate these key personnel on acceptable terms given the competition among numerous pharmaceutical and biotechnology companies for similar personnel.

We also experience competition for the hiring of scientific and clinical personnel from universities and research institutions.

In addition, we rely on consultants and advisors, including scientific and clinical advisors, to assist us in formulating drug product, nonclinical development, clinical development, regulatory strategy, and commercial strategy.

Our consultants and advisors may be employed by employers other than us and may have commitments under consulting or advisory contracts with other entities that may limit their availability to provide services to us.

If we are unable to continue to attract and retain high quality personnel, our ability to pursue our growth strategy will be limited.

If we are unable to mitigate these or other similar risks, our businesses, results of operations, and financial condition may be adversely affected.

Our business and operations would suffer in the event of a security breach, system failure, invasion, corruption, destruction or interruption of our or our business partners’ critical information technology systems or infrastructure.

In the ordinary course of business, we and our business partners store sensitive data, including intellectual property and proprietary information related to our business, our customers and our business partners, on our information technology systems.

Despite the implementation of security measures, these systems are vulnerable to damage from computer viruses, unauthorized access, cyber-attacks, natural disasters, terrorism, war and telecommunication, electrical and other system failures due to employee error, malfeasance or other disruptions.

We could experience a business interruption, monetary loss, intentional theft of confidential information or reputational damage, including damage to key customer and partner relationships, from system failures, espionage attacks, malware, ransomware or other cyber-attacks.

Such cyber-security breaches may compromise our system infrastructure or lead to data leakage, either internally or at our contractors or consultants.

In particular, system failures or cyber-security breaches could result in the loss of nonclinical or clinical trial data from completed, ongoing or planned trials, which could cause delays in our regulatory approval efforts and significantly increase our costs to recover or reproduce the data.

The risk of a security breach or disruption, particularly through cyber-attacks, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased.

To the extent that any disruption or security breach were to result in a loss of, or damage to, our data or applications, or inappropriate disclosure of confidential or proprietary information, including protected health information or personal data of employees or former employees, we could be subject to legal claims or proceedings, liability under laws and regulations governing the protection of health and other personally identifiable information and related regulatory penalties.

In any such event, our business, results of operations, financial position and cash flows could be materially adversely affected.

We use biological and hazardous materials, and any claims relating to improper handling, storage or disposal of these materials could be time consuming or costly.

We use hazardous materials, including chemicals and biological agents and compounds, which could be dangerous to human health and safety or the environment.

Our operations also produce hazardous waste products.

Federal, state and local laws and regulations govern the use, generation, manufacture, storage, handling and disposal of these materials and wastes.

Compliance with applicable environmental laws and regulations may be expensive, and current or future environmental laws and regulations may impair our pharmaceutical development efforts.

In addition, we cannot entirely eliminate the risk of accidental injury or contamination from these materials or wastes.

If one of our employees was accidentally injured from the use, storage, handling or disposal of these materials or wastes, the medical costs related to his or her treatment would be covered by our workers’ compensation insurance policy.

However, we do not carry specific biological or hazardous waste insurance coverage and our property and casualty and general liability insurance policies specifically exclude coverage for damages and fines arising from biological or hazardous waste exposure or contamination.

Accordingly, in the event of contamination or injury, we could be held liable for damages or penalized with fines in an amount exceeding our resources, and our clinical trials or regulatory approvals could be suspended, or operations otherwise affected.

We may become the target of litigation, which is costly and time-consuming to defend.

We have in the past been subject to litigation and it is possible that legal proceedings could be brought against us in the future.

Litigation can be costly and time-consuming and the results of complex legal proceedings are difficult to predict.

These lawsuits assert types of claims that, if resolved against us, could give rise to substantial damages, and an unfavorable outcome or settlement of these lawsuits, or any future lawsuits, could have a material adverse effect on our business, financial condition, results of operations and/or stock price.

Even if any future lawsuits are not resolved against us, the costs of defending such lawsuits may be material to our business and our operations.

Moreover, these lawsuits may divert our Board and our management’s attention from the operation of our business.

Our business could be impacted as a result of actions by activist stockholders, including as a result of a potential proxy contest for the election of directors at our annual meeting.

The Company was subjected to a proxy contest at the 2017 Annual Meeting of Stockholders, which resulted in the negotiation of changes to the Board and the incurrence of substantial costs.

A future proxy contest would require us to incur significant legal fees and proxy solicitation expenses and require significant time and attention by management and the Board.

The potential of a proxy contest could interfere with our ability to execute our strategic plan, give rise to perceived uncertainties as to our future direction, adversely affect our relationships with customers, suppliers, investors, prospective and current team members and others, result in the loss of potential business opportunities or make it more difficult to attract and retain qualified personnel, any of which could materially and adversely affect our business and operating results.

We may also be subject, from time to time, to other legal and business challenges in the operation of our company due to actions instituted by activist stockholders.

Responding to such actions, which may include publicity campaigns and, potentially, litigation, could be costly and time-consuming, divert the time and attention of our Board and management from our business, interfere with our ability to execute our strategic plan, give rise to perceived uncertainties as to our future direction, adversely impact our lobbying efforts, adversely affect our relationships with customers, suppliers, prospective and current team members and others, result in the loss of potential business opportunities or make it more difficult to attract and retain qualified personnel, any of which could materially and adversely affect our business and operating results.

We cannot predict, and no assurances can be given as to, the outcome or timing of any matters relating to actions by activist stockholders or the ultimate impact on our business, results of operations, financial position and cash flows.

RISKS RELATED TO OUR CONCENTRATE BUSINESS

We have been and may continue to be affected materially and adversely by increases in raw material and transportation costs and may be unable to recover certain costs due to provisions in our material contracts.

A significant portion of our costs relates to chemicals and other raw materials and transportation, which such costs are out of our control, and we may not be able to recover a portion of such costs due to provisions in our material contracts with Baxter and DaVita.

The costs of chemicals and other raw materials are subject to price volatility based on demand and are highly influenced by the overall level of economic activity in the United States and abroad.

These costs have tended to rise from year to year and are likely to continue to rise in the future.

In the past year, raw materials costs have increased significantly.

Under the Distribution Agreement with Baxter, such cost inflation may result in increases in the prices we charge Baxter, subject to specified levels.

If these increases exceed the levels specified in the Distribution Agreement, Baxter has the option to terminate the Distribution Agreement.

Any such termination could have a material and adverse effect on our business, results of operations, financial position and cash flows.

Transportation also comprises a significant portion of our costs.

We have been adversely affected by a general shortage in commercial truckers in the United States and significant increases in labor and fuel costs.

The Second Amendment to our Distribution Agreement with Baxter established a cap on the percentage amount that we receive in reimbursement for transportation expenses under such agreement.

This reimbursement cap has in the past and may in the future result in Rockwell not being able to recover the full amount of our transportation costs, including labor and fuel costs, which are subject to the cap on transportation costs.

Increases in transportation costs and reimbursement caps have materially and adversely impacted and may continue to materially and adversely impact our profit margins as we pay higher costs to ship products to our customers.

In addition, our Product Purchase Agreement (“Product Agreement”) with DaVita provides for a fixed price to DaVita, with limited increases from year to year, regardless of the increases in raw materials costs.

As a result, we have been unable to fully recover our costs for the products we sell to DaVita (including transportation costs) and are in a significant negative financial position with regard to the Product Agreement.

This has had a material and adverse impact on our financial position.

On April 6, 2022, we entered into an amendment to the Products Purchase Agreement under which we agreed to a price increase, effective May 1, 2022, as well as the pass-through of certain costs, determined on a quarterly basis.

Certain costs are subject to a cap.

If our costs exceed those caps, we may be unable to fully recover our costs or if costs increase in excess of an overall cap, the Products Purchase Agreement may be subject to termination by DaVita.

We expect that if we continue to be subject to the limitations in the agreements with our largest customers, the increasing costs may continue to negatively impact our profit margins and materially and adversely affect our financial position.

The ongoing COVID-19 pandemic has resulted in, and may continue to result in, significant disruptions to our concentrates business operations, which could have a material adverse effect on our business.

Our business and its operations have been and are expected to continue to be adversely affected by the COVID-19 pandemic.

While we were not required to pause operations based upon executive or similar governmental directives, we have had, and anticipate continuing to have, instances where, notwithstanding the existence of a vaccine, employees of our manufacturing plants test positive for COVID-19, resulting in a disruption to our manufacturing operations.

In addition, the imposition of vaccine or testing mandates on vaccine hesitant workers could result in certain workers opting to resign.

These disruptions in our operations have had and could continue to have a negative impact our business, operating results and financial condition.

Furthermore, it is possible that an outbreak of COVID-19 could be significant enough to force us to close the entirety of the manufacturing plant or transportation services for an extended period of time, which could result in a failure to deliver product.

Such a closure or failure to deliver product could cause us to be in breach of requirements to maintain safety stock and maintain transportation and other services under our Exclusive Distribution Agreement with Baxter and/or our Products Purchase Agreement with DaVita, which would allow them to exercise various remedies under those agreements.

In addition, we have and may continue to face decreased demand for our concentrates portfolio if dialysis patients are unable to travel to dialysis clinics or because dialysis patients have been disproportionally affected by COVID-19 due to their heightened risk associated with their disease.

We have had an increase in costs associated with COVID-19 including costs for PPE, costs for cleaning and increased labor costs due to the reluctance of workers to return to work and hazard pay, as well as general labor shortages.

These increased costs have impacted the profitability of our concentrates portfolio.

Given the uncertainty surrounding COVID-19, including future variants, we may continue to incur these additional costs which in turn may have an impact upon our profitability.

The ultimate impact of the COVID-19 pandemic or a similar public health emergency on our business is highly uncertain and subject to change.

We do not know whether we will face additional delays or further impacts on our business, our clinical trials, healthcare systems, or the global economy as a whole.

However, any one or a combination of these events could have an adverse effect on the operation of and results from our clinical trials and on our other business operations, which could negatively impact our business, operating results and financial condition.

A few customers account for a substantial portion of the end user sales of our concentrate products.

The loss of any of these customers could have a material adverse effect on our business, results of operations, financial position and cash flows.

Sales of our medical device products are highly concentrated in a few customers.

One customer accounted for nearly half of our sales in each of the last three years and for a substantial number of the clinics we serve.

The loss of any of these significant customers could have a material adverse effect on our business, results of operations, financial position and cash flows.

On April 6, 2022, we entered into an amendment to the Products Purchase Agreement with DaVita to change the cost structure of that agreement.

In addition, the amendment provides that the Company must raise an additional $15 million through the sale of equity securities by June 30, 2022 and maintain a minimum cash balance of $10 million, or we will be in default under the Products Purchase Agreement.

An event of default could result in termination of that agreement.

We face competition in the concentrate market and have a large competitor with substantial resources.

The primary competitor in the market for our concentrate products is Fresenius, a large diversified company which has financial, technical, manufacturing, marketing, research and management resources substantially greater than ours.

We and our distributor, Baxter, may not be able to successfully compete with Fresenius.

Fresenius has historically used product bundling and low pricing as a competitive strategy to capture market share of concentrate products.

We and Baxter may be at a disadvantage in competing against these strategies to sell concentrate products.

Furthermore, Fresenius is vertically integrated and is the largest provider of dialysis services in the United States, treating approximately 37% of all U.S.

in-center hemodialysis patients through its clinics.

Fresenius has routinely acquired our customers, and it may acquire more of our customers in the future.

In addition to Fresenius, we are aware of other large manufacturers potentially looking to increase their market share of the domestic concentrates market, which, if successful, could have an impact upon Rockwell’s profitability.

If we are unable to locate and construct a new manufacturing facility on a timely basis, we could fail to achieve efficiencies in our business.

The lease for our highest volume manufacturing facility is scheduled to expire in early 2023.

Although the lease could be renewed, we are seeking a new manufacturing site that will offer us the greatest opportunity to maximize our manufacturing efficiency and the efficiency related to the transportation of our products to end customers.

However, the process of locating such a facility can be time intensive and costly.

There can be no assurance that we will be able to locate a facility that maximizes our manufacturing and transportation efficiency.

RISKS RELATED TO REGULATORY APPROVALS

Our FPC pipeline product candidates have not received regulatory approval in the disease state we are investigating.

If we are unable to obtain regulatory approvals to market such product candidates, our business will be adversely affected.

We do not expect our FPC pipeline product candidates to be commercially available for several years, if at all.

Our future product candidates will be subject to strict regulation by regulatory authorities in the United States and in other countries.

We cannot market any product candidate until we have completed all necessary preclinical studies and clinical trials and have obtained the necessary regulatory approvals.

We do not know whether regulatory agencies will grant approval for our future product candidates.

Even if we complete preclinical studies and clinical trials successfully, we may not be able to obtain regulatory approvals or we may not receive approvals to make claims about our products that we believe to be necessary to effectively market our products.

Data obtained from preclinical studies and clinical trials is subject to varying interpretations that could delay, limit or prevent regulatory approval, and failure to comply with regulatory requirements or inadequate manufacturing processes are examples of other problems that could prevent approval.

Even if we are able to obtain regulatory approvals for our FPC pipeline product candidates, if they exhibit harmful side effects after approval, our regulatory approvals could be revoked or otherwise negatively impacted, and we could be subject to costly and damaging product liability claims.

We expect that only a small number of patients will be enrolled in our clinical trials for our FPC pipeline product candidates relative to the total disease population.

If our applications for marketing are approved and more patients begin to use our product, new risks and side effects associated with our products may be discovered.

As a result, regulatory authorities may revoke their approvals.

We might have to withdraw or recall our products from the marketplace.

We may also experience a significant drop in the potential sales of our product if and when regulatory approvals for such product are revoked.

As a result, we may experience harm to our reputation in the marketplace or become subject to lawsuits, including class actions.

Any of these results could decrease or prevent any sales of our approved product or substantially increase the costs and expenses of commercializing and marketing our product.

The regulatory approval processes of the FDA and comparable foreign regulatory authorities are lengthy, time-consuming and inherently unpredictable.

Our inability to obtain regulatory approval for our FPC pipeline product candidates would substantially harm our business.

The time required to obtain approval from the FDA and comparable foreign regulatory authorities is unpredictable but typically takes many years following the commencement of preclinical studies and clinical trials and depends upon numerous factors, including the substantial discretion of the regulatory authorities, which may, among other things, interpret data differently.

In addition, approval policies, regulations or the type and amount of clinical data necessary to gain approval may change during the course of a product candidate’s development and may vary among jurisdictions.

For example, although we have filed an IND for FPC in the home infusion setting and we have an FPC product that has been approved in other settings, if the FDA were to impose additional requirements in the home infusion setting that would result in significant additional expense or a significant administrative burden, we may have to forgo our pursuit of that indication.

It is possible that none of our FPC pipeline product candidates will ever obtain regulatory approval.

Our future product candidates could fail to receive regulatory approval from the FDA or comparable foreign regulatory authorities for many reasons.

If we were to obtain approval, regulatory authorities may approve any of our product candidates for fewer or more limited indications than we request, may grant approval contingent on the performance of costly post-marketing clinical trials or may approve a product candidate with a label that does not include the labeling claims necessary or desirable for the successful commercialization of the product candidate.

Even if our FPC pipeline product candidates receive regulatory approval, it may still face future development and regulatory difficulties.

Even if we obtained regulatory approval for one of our FPC pipeline product candidates, it would be subject to ongoing requirements by the FDA and comparable foreign regulatory authorities governing the manufacture, quality control, further development, labeling, packaging, storage, distribution, safety surveillance, import, export, advertising, promotion,

recordkeeping and reporting of safety and other post-market information.

In addition, manufacturers of drug products and their facilities are subject to continual review and periodic inspections by the FDA and other regulatory authorities for compliance with cGMP, regulations and standards.

If we or a regulatory agency discover previously unknown problems with a product, such as adverse events of unanticipated severity or frequency, or problems with the facility where the product is manufactured, a regulatory agency may impose restrictions on that product, the manufacturing facility or us, including requiring recall or withdrawal of the product from the market or suspension of manufacturing.

If we, our product candidates or the manufacturing facilities for our product candidates fail to comply with applicable regulatory requirements, or undesirable side effects caused by such products are identified, a regulatory agency may:

issue safety alerts, Dear Healthcare Provider letters, press releases or other communications containing warnings about such product;

mandate modifications to promotional materials or require us to provide corrective information to healthcare practitioners;

require that we conduct post-marketing studies;

require us to enter into a consent decree, which can include imposition of various fines, reimbursements for inspection costs, required due dates for specific actions and penalties for noncompliance;

seek an injunction or impose civil or criminal penalties or monetary fines;

suspend marketing of, withdraw regulatory approval of or recall such product;

suspend any ongoing clinical studies;

refuse to approve pending applications or supplements to applications filed by us;

suspend or impose restrictions on operations, including costly new manufacturing requirements;

or seize or detain products, refuse to permit the import or export of products or require us to initiate a product recall.

The occurrence of any event or penalty described above may inhibit our ability to commercialize our products and generate product revenue.

Even if our FPC pipeline product candidates receive regulatory approval, they may still face future reimbursement challenges.

If approved, reimbursement of our FPC pipeline product candidates by Medicare and commercial payers will be integral to their ability to be a commercial success.

While we have incorporated to the best of our ability factors such as marketing strategy and payer reimbursement into our clinical trial decision making, these decisions must be balanced against the time and resources required to demonstrate a benefit, the increased complexity of development and manufacturing and the potential delays to approval of the lead indication.

While we try to plan clinical trials appropriately to foresee such challenges, there is no guarantee that unexpected or unforeseen issues will not arise.

Furthermore, pricing and reimbursement of pharmaceutical products is subject to intense political scrutiny and the reimbursement understandings that we currently have now may be modified or rendered obsolete by the time the FPC pipeline product candidate could potentially receive regulatory approval.

Such modifications could change the commercial viability of marketing the FPC pipeline product candidate which would have an effect upon the long-term growth of Rockwell.

There is also a risk our FPC pipeline product candidates, even if successfully developed, approved and reimbursed, will not be acceptable to or adopted by the market.

Factors that may impact market adoption may include competition, health economic value of FPC versus alternative therapeutic approaches, usability, or suitability of the product for providers.

RISKS RELATED TO CLINICAL TRIALS

Clinical drug development involves a lengthy and expensive process with uncertain timelines and uncertain outcomes, and the results of prior preclinical or clinical trials are not necessarily predictive of our future results.

Future FPC pipeline product candidates will be subject to rigorous and extensive clinical trials and extensive regulatory approval processes implemented by the FDA and comparable foreign regulatory authorities before obtaining marketing approval from these regulatory authorities.

The drug development and approval process is lengthy and expensive, and approval is never certain.

Investigational new drugs may not prove to be safe and effective in clinical trials.

We have no direct experience as a company in conducting later stage clinical trials required to obtain regulatory approval in the disease states in which we are currently investigating FPC pipeline product candidates.

We may be unable to conduct clinical trials at preferred sites, enlist clinical investigators, enroll sufficient numbers of participants or begin or successfully complete clinical trials in a timely fashion, if at all.

In addition, the design of a clinical trial can determine whether its results will support approval of a product, and flaws in the design of a clinical trial may not become apparent until the clinical trial is well advanced.

We may be unable to design and execute a clinical trial to support regulatory approval.

Even if a current clinical trial is successful, it may be insufficient to demonstrate that our product candidates are safe or effective for registration purposes.

There is a high failure rate for drugs and biologic products proceeding through clinical trials.

Failure can occur at any time during the clinical trial process.

The results of preclinical studies and early clinical trials of FPC pipeline product candidates may not be predictive of the results of later-stage clinical studies or trials and the results of studies or trials in one set of patients or line of treatment may not be predictive of those obtained in another.

In fact, many companies in the pharmaceutical and biotechnology industries have suffered significant setbacks in late-stage clinical trials even after achieving promising results in preclinical studies and earlier stage clinical trials.

In addition, data obtained from preclinical and clinical

activities is subject to varying interpretations, which may delay, limit or prevent regulatory approval.

It is impossible to predict when or if our future product candidates will prove effective or safe in humans in the disease states that we will be conducting the clinical trials or that they will receive regulatory approval.

FPC pipeline product candidates may not demonstrate in patients the biochemical and pharmacological properties we anticipate based on laboratory studies or earlier stage clinical trials, and they may interact with human biological systems or other drugs in unforeseen, ineffective or harmful ways.

The number of patients exposed to product candidates and the average exposure time in the clinical development programs may be inadequate to detect rare adverse events or findings that may only be detected once a product candidate is administered to more patients and for greater periods of time.

If we are unable to successfully demonstrate the safety and efficacy of FPC pipeline product candidates in these disease states and are unable to receive the necessary regulatory approvals, our business will be materially harmed.

If we experience delays in clinical development, our commercial prospects will be adversely affected, our costs may increase and our business may be harmed.

We cannot guarantee that we will be able to initiate and complete clinical trials and successfully accomplish all required regulatory activities or other activities necessary to gain approval and commercialize our current and future product candidates.

We have filed an IND for a home infusion indication for FPC and in the future, we may file INDs for future indications or future product candidates.

The IND for the home infusion indication is currently on clinical hold while we perform required studies.

If any IND is not approved by the FDA, our clinical development timeline may be negatively impacted and any clinical programs may be delayed or terminated.

As a result, we may be unable to obtain regulatory approvals or successfully commercialize our products.

We do not know whether any other clinical trials will begin as planned, will need to be restructured or will be completed on schedule, or at all.

Our product development costs will increase if we experience delays in clinical testing.

Significant clinical trial delays also could shorten any periods during which we may have the exclusive right to commercialize our future product candidates or allow our competitors to bring products to market before we do, which would impair our ability to successfully commercialize our future product candidates and may harm our business, results of operations and prospects.

Our or our future collaborators’ inability to timely complete clinical development could result in additional costs to us as well as impair our ability to generate product revenue, continue development, commercialize our future product candidates, reach sales milestone payments and receive royalties on product sales.

In addition, if we make changes to a product candidate including, for example, a new formulation, we may need to conduct additional nonclinical studies or clinical trials to bridge or demonstrate the comparability of our modified product candidate to earlier versions, which could delay our clinical development plan or marketing approval for our current product candidate and any future product candidates.

If we encounter difficulties in enrolling patients in our clinical trials, our clinical development activities could be delayed or otherwise adversely affected.

The timely completion of clinical trials largely depends on patient enrollment.

We may encounter delays in enrolling, or be unable to enroll, a sufficient number of patients to complete any of our future clinical trials, and even once enrolled, we may be unable to retain a sufficient number of patients to complete any of our trials.

Some of the disease states in which we are investigating FPC, specifically the home setting, present logistical challenges for patient enrollment in clinical trials.

In addition, our competitors, some of whom have significantly greater resources than we do, may conduct clinical trials for the same indications or in the same therapeutic areas and seek to enroll patients in their studies that may otherwise be eligible for our clinical studies or trials.

Since the number of qualified clinical investigators is limited, we expect to conduct some of our clinical trials at the same clinical trial sites that some of our competitors use, which could further reduce the number of patients who are available for our clinical trials in these sites.

Our inability to enroll a sufficient number of patients for our clinical trials would result in significant delays or may require us to abandon one or more clinical trials altogether.

Even if we are able to enroll a sufficient number of patients in our clinical studies or trials, delays in patient enrollment may result in increased costs or may affect the timing or outcome of our clinical trials, which could prevent completion of these trials and adversely affect our ability to advance the development of our future product candidates.

FPC may cause undesirable side effects or have other properties in the new patient populations we are investigating that could delay or prevent their regulatory approval or limit the commercial profile of an approved label.

Undesirable side effects caused by our current and future product candidates could cause us or regulatory authorities to interrupt, delay or halt clinical trials and could result in a more restrictive label or the delay or denial of regulatory approval by the FDA or other comparable foreign regulatory authorities.

Additional clinical studies may be required to evaluate the safety profile of our current and future product candidates.

Lack of efficacy, adverse events, administration challenges or limitations, or undesirable side effects may emerge in clinical trials conducted by third parties developing treatment candidates in the disease states that we are investigating, which could adversely affect our stock price, our ability to attract additional capital and our development program.

Lack of efficacy, adverse events or undesirable side effects may emerge in clinical trials conducted by third parties developing product candidates like ours.

We have no control over their clinical trials or development program, and lack of efficacy, adverse events or undesirable side effects experienced by subjects in their clinical trials could adversely affect our stock price, our ability to attract additional capital and our clinical development plans for our future product candidates or even the viability of our future product candidates, including by creating a negative perception of FPC pipeline product candidates by healthcare providers or patients.

Interim, topline and preliminary data from our clinical trials that we announce or publish from time to time may change as more patient data become available and are subject to audit and verification procedures that could result in material changes in the final data.

From time to time, we may publicly disclose preliminary or topline data from our clinical trials, which are based on a preliminary analysis of then-available data, and the results and related findings and conclusions are subject to change following a more comprehensive review of the data related to the particular study or trial.

We also make assumptions, estimations, calculations and conclusions as part of our analyses of data, and we may not have received or had the opportunity to fully and carefully evaluate all data.

As a result, the topline results that we report may differ from future results of the same studies, or different conclusions or considerations may qualify such results, once additional data have been received and fully evaluated.

Topline data also remain subject to audit and verification procedures that may result in the final data being materially different from the preliminary data we previously published.

As a result, topline data should be viewed with caution until the final data are available.

From time to time, we may also disclose interim data from our clinical trials.

In addition, we may report interim analyses of only certain endpoints rather than all endpoints.

Interim data from clinical trials that we may complete are subject to the risk that one or more of the clinical outcomes may materially change as patient enrollment continues and more patient data become available.

RISKS RELATED TO OUR DRUG BUSINESS

The long-term success of our business depends on our ability to leverage the FPC platform to develop new therapies in disease states that currently have an unmet need for management of iron deficiency.

The long-term success of our pharmaceutical business depends on our ability to leverage the FPC platform to develop new therapies in disease states that currently have an unmet need for management of iron deficiency.

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Any failure to raise capital as and when needed could have a negative impact on our financial condition and on our ability to pursue our business plans and strategies.

The near-term success of our business depends substantially on the successful commercialization of Triferic (dialysate) and Triferic AVNU.

If these Triferic products fail to gain broader market acceptance, our business may be harmed.

Triferic (dialysate) launched commercially in the United States in May 2019 and recorded sales of $1.2 million through December 31, 2020.

Triferic AVNU was approved by the FDA in March 2020 and made commercially available in February 2021.

The successful commercialization of Triferic (dialysate) and Triferic AVNU in the United States depends upon our ability to find a partner to assist us with commercialization.

If we are unable to identify and establish a relationship with a commercialization partner, or if the Triferic products fail to gain broader market acceptance, our business may be harmed.

Triferic (dialysate) launched commercially in the United States in May 2019 and Triferic AVNU was approved by the FDA in March 2020 and made commercially available in February 2021.

We have recorded sales of Triferic of $1.1 million through December 31, 2021.

There are many challenges associated with the commercialization of Triferic (dialysate) and Triferic AVNU (collectively referred to as "Triferic"), including challenges associated with reimbursement, market penetration and acceptance, competition and implementation.

There is no assurance that Triferic will gain broad market acceptance or that we will be successful in the ongoing commercialization of these products.

In August 2021, we significantly scaled back our commercialization efforts related to Triferic and are seeking a commercialization partner to assist us.

There is no assurance that we will be successful in finding a partner to assist with the ongoing commercialization of these products or that Triferic will gain broad market acceptance.

The commercial success and ultimate profitability of Triferic depends in part on reimbursement of Triferic by government and commercial payors.

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This reimbursement constraint has resulted and may continue to result in a slower rate of commercial adoption than initially anticipated.

In order to address this constraint, we are working with dialysis providers to demonstrate with healthcare economic data the improved patient outcomes and reduction in utilization of other anemia therapies associated with Triferic, as well as the resulting savings that offset the costs associated with Triferic.

The commercial success of the Triferic portfolio would be significantly impacted if we are unable to generate additional positive healthcare economic data used in these conversations.

In order to gain broad market acceptance, we expect that we will need to penetrate the dialysis market, which is highly concentrated in the United States.

In order to address this constraint, we have worked with dialysis providers to demonstrate with healthcare economic data the improved patient outcomes and reduction in utilization of other anemia therapies associated with Triferic, as well as the resulting savings that offset the costs associated with Triferic.

The commercial success of Triferic depends, in part, on our ability to continue to generate data on the positive healthcare economic impact of Triferic and the extent to which such data is compelling enough to drive market adoption.

To gain broad market acceptance, we expect that any commercialization partner will need to penetrate the dialysis market, which is highly concentrated in the United States.

DaVita and Fresenius own or manage a large number of the outpatient dialysis facilities in the United States, which account for approximately 73% of the total number of hemodialysis patients in the United States.

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To date, neither Fresenius nor DaVita have adopted Triferic in their dialysis facilities.

We do not expect to be able to successfully penetrate a large portion of the total addressable market in the United States without Fresenius or DaVita.

We do not expect a commercialization partner to be able to successfully penetrate a large portion of the total addressable market in the United States without adoption by Fresenius or DaVita.

Increased market acceptance will depend on a number of factors, such as demonstration of Triferic's safety and efficacy, cost-effectiveness, and advantages over existing products.

Other factors that have impacted and may continue to impact the commercial success and ultimate profitability of Triferic include:

• our ability to find a partner who will help us to commercialize Triferic in the United States;

• our competitors’ activities, including aggressive marketing, pricing, and contracting practices and other tactics to retain their market share;

• the rate of adoption of the Triferic portfolio relative to the shelf life of the existing inventory that we have on hand and whether we can sell our existing inventory before it expires;

• our ability to manage inventory available for commercial sale;

• our competitors’ activities, including aggressive marketing and pricing practices and other tactics to retain their market share;

• our ability to successfully assert our patents against potential competitors who may seek to introduce generic versions of either formulation of Triferic;

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In addition, clinics typically need to adjust their protocols to optimize the financial impact of Triferic.

We expect that the success of the commercialization of Triferic will be contingent upon being able to overcome these hurdles which may continue to be slower than anticipated, if at all.

We expect that the success of the commercialization of Triferic will be contingent upon being able to overcome these hurdles which may continue to be slower than anticipated.

We encounter additional challenges in gaining market acceptance with dialysis clinics specific to Triferic (dialysate) and Triferic AVNU.

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Failure to overcome these challenges could prevent a widespread adoption of Triferic.

The commercial success and ultimate profitability of Triferic will also depend on the effectiveness of our marketing, sales and distribution strategies and operations for commercialization and our ability to execute our marketing strategy without significant additional expenditures.

While we hired a sales force for the launch of Triferic (dialysate) in 2019, we did not hire additional sales representatives or invest heavily into the launch of the commercialization of Triferic AVNU.

This investment strategy could negatively impact the adaptation of Triferic AVNU within clinics.

We cannot assure you that we will be able to generate meaningful and sustained revenues through the sale of either formulation of Triferic.

The commercial success and ultimate profitability of Triferic will also depend on us engaging with a commercialization partner and the effectiveness of our partner’s marketing, sales and distribution strategies and operations for commercialization and our ability to execute our marketing strategy without significant additional expenditures.

We scaled back our commercial organization in August 2021 and have been working to maintain the clinics that have adopted Triferic.

We cannot assure you that we or any commercialization partner will be able to generate meaningful and sustained revenues through the sale of either formulation of Triferic.

If we are not successful in commercializing either formulation of Triferic, our entire investment in Triferic may be of no value, our inventory of finished product may expire or become obsolete (resulting in write-offs of such inventory), our licensing rights could be materially adversely affected and the price of our common stock could substantially decline.

Even if we are successful in commercializing either formulation of Triferic, since the market is highly concentrated, our continued success may depend on adoption of Triferic by the limited number of existing dialysis providers.

The ongoing COVID-19 pandemic has resulted in significant disruptions to our business operations, including the commercial launch of our Triferic products and our clinical trials, which could have a material adverse effect on our business.

Our business and its operations, including but not limited to our sales and marketing efforts and our research and development activities, have been and are expected to continue to be adversely affected by the COVID-19 pandemic.

In response to public health directives and orders related to COVID-19, we have implemented work-from-home policies for substantially all employees, excluding our essential manufacturing and distribution employees.

The effects of executive and similar government orders, shelter-in-place orders and our work-from-home policies have negatively impacted our growth and productivity in our commercial efforts of our Triferic products, disrupted our business, including our sales and marketing activities, and delayed our clinical programs and timelines, the magnitude of which will depend, in part, on the length and severity of the restrictions and other limitations on our ability to conduct our business in the ordinary course.

These and similar, and perhaps more severe, disruptions in our operations could negatively impact our business, operating results and financial condition.

Quarantines, shelter-in-place, executive and similar government orders, or the perception that such orders, shutdowns or other restrictions on the conduct of business operations could occur, related to COVID-19 or other infectious diseases, may impact personnel at our manufacturing facilities and third-party manufacturing facilities in the United States, Europe and other countries, or the availability or cost of materials we use or require to conduct our business, including product development, which would disrupt our supply chain.

If the COVID-19 pandemic were to negatively affect our manufacturing facilities, the costs related to such manufacturing may increase and the productivity of our facilities may decrease.

Furthermore, some of our manufacturers and suppliers are in Europe and may be impacted by port closures and other restrictions resulting from the COVID-19 pandemic, which may disrupt our supply chain or limit our ability to obtain sufficient materials for our drug products.

Even if we are able to find a partner that is successful in commercializing either formulation of Triferic, since the market is highly concentrated, our continued success may depend on adoption of Triferic by the limited number of existing dialysis provider organizations.

The ongoing COVID-19 pandemic has resulted in significant disruptions to our business and operations, including the commercialization of our Triferic products and our clinical trials, which could have a material and adverse effect on our business.

Our business and operations, including but not limited to our sales and marketing efforts, our efforts to maintain clinics that use Triferic after we scaled back our commercial organization, and our research and development activities, have been and are expected to continue to be adversely affected by the COVID-19 pandemic.

The effects of executive and similar government orders, shelter-in-place orders and our work-from-home policies negatively impacted our growth and productivity in our commercial efforts of our Triferic products, disrupted our business, including our sales and marketing activities, and delayed and may continue to delay our clinical programs and timelines, the magnitude of which will depend, in part, on the length and severity of limitations on our ability to conduct our business in the ordinary course.

As the COVID-19 pandemic continues to evolve, these disruptions and any additional disruptions in our operations, or those of our suppliers and partners, we may face could materially and adversely impact our business, operating results and financial condition.

Quarantines, shelter-in-place, executive and similar government orders, or the perception that such orders, shutdowns or other restrictions on the conduct of business operations could occur, related to COVID-19 or other infectious diseases, may impact personnel at our manufacturing facilities and third-party manufacturing facilities or other suppliers in the United States, Europe and other countries, or the availability or cost of materials we use or require to conduct our business, including product development, which would disrupt our supply chain.

The COVID-19 pandemic has negatively affected and may continue to negatively affect our manufacturing facilities, which has resulted in an increase in the costs related to such manufacturing and the decrease in the productivity of our facilities.

Furthermore, some of our manufacturers and suppliers are in Canada and Europe and may be impacted by border and port closures and other restrictions resulting from the COVID-19 pandemic, which may disrupt our supply chain or limit our ability to obtain sufficient materials for our drug products.

We commercially launched Triferic (dialysate) in the United States in May 2019 and Triferic AVNU in February 2021.

Quarantines, shelter-in-place, executive and similar government orders, or changes in prospective customer practices in response to the COVID-19 outbreak, have had and may continue to have a negative impact on our sales and marketing activities, particularly, our sales representatives are unable to interact with current and potential customers to the same extent as before the onset of the COVID-19 pandemic.

Depending on the severity of the impact on our sales and marketing efforts, market acceptance of Triferic could be hampered and commercial uptick slower than normal.

In addition, we may face decreased demand for Triferic if dialysis patients are unable to travel to dialysis clinics or if dialysis clinics, if dialysis patients are found to be disproportionally affected by COVID-19 due to their heighten risk status, or if dialysis clinics are unable to make additional protocol changes that are required for Triferic.

In order to ensure the safety of patients and staff at the dialysis clinics that use our Triferic products, we expect the dialysis clinics will implement a number of changes to their safety procedures and maintain changes already made.

In addition, the dialysis clinics may face challenges related to decreased staffing, if staff members are affected by COVID-19.

Changes to safety procedures and/or staffing issues may impede the clinics’ ability to make additional protocol changes that are required for Triferic.

Our sales representatives were unable to interact with current and potential customers to the same extent as before the onset of the COVID-19 pandemic due to restrictions put in place and change in prospective customer practices in response to the COVID-19 pandemic.

Any commercialization partner for Triferic may continue to experience these obstacles and market acceptance of Triferic could be further hampered and commercial uptick may be slower than normal.

Historically, there has been growth in the U.S.

population of dialysis dependent ESRD patients;

however, more recently, an overall decline in the U.S.

dialysis population has been reported.

This decline has reduced our overall market opportunity for Triferic.

In addition, we may continue to face decreased demand for Triferic due to the inability of dialysis patients to travel to dialysis clinics or if dialysis patients continue to be disproportionally affected by COVID-19 due to their

heightened risk status, or if dialysis clinics are unable to make additional protocol changes that are required for Triferic.

Dialysis clinics have faced challenges related to decreased staffing, due to the COVID-19 pandemic and other factors.

Staffing issues may impede the clinics’ interest and ability to make additional protocol changes that are required for Triferic.

In addition, our clinical trials and our partners’ clinical trials have been and may continue to be affected by the COVID-19 pandemic.

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Such delays may result in a delay in Wanbang’s submission to the Chinese regulatory authorities for approval.

In addition, meetings between Sun Pharma and the regulatory authorities in India related to our Triferic products have been postponed due to government restrictions in India.

Lastly, meetings between Jeil Pharma and the regulatory authorities in South Korea could be postponed due to potential government restrictions in South Korea.

If COVID-19 continues to spread in the United States and elsewhere, we or our partners may experience additional disruptions that could severely impact our business and clinical trials, including:

If COVID-19 continues to exist in the United States and elsewhere, we or our partners may experience additional disruptions that could severely impact our business and clinical trials, including:

• delays in obtaining the supplies, including pharmaceutical products and medical devises, we need to run our clinical trials;

• delays in receiving authorization from local regulatory authorities to initiate our planned clinical trials;

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The spread of COVID-19, which has caused a broad impact globally, may materially affect us economically.

While the potential economic impact brought by COVID-19, and the duration of such impact, may be difficult to assess or predict, the widespread pandemic has resulted in significant disruption of global financial markets, which could reduce our ability to access capital and negatively affect our future liquidity.

In addition, a recession or market correction resulting from the spread of COVID-19 and related government orders and restrictions could materially affect our business and the value of our common stock.

The COVID-19 pandemic continues to evolve rapidly.

The ultimate impact of the COVID-19 pandemic or a similar public health emergency is highly uncertain and subject to change.

We do not yet know the full extent of potential delays or impacts on our business, our clinical trials, healthcare systems, or the global economy as a whole.

The COVID-19 pandemic continues to evolve.

The ultimate impact of the COVID-19 pandemic or a similar public health emergency on our business is highly uncertain and subject to change.

We do not know whether we will face additional delays or further impacts on our business, our clinical trials, healthcare systems, or the global economy as a whole.

Our ability to market Triferic (dialysate) and Triferic AVNU is limited by the FDA to those specific indications and conditions for which clinical safety and efficacy have been demonstrated.

Our and any future partner’s ability to market Triferic (dialysate) and Triferic AVNU is limited by the FDA to those specific indications and conditions for which clinical safety and efficacy have been demonstrated.

The FDA must approve any new indication for an approved product.

Triferic (dialysate) and Triferic AVNU are approved by the FDA for use in adult patients receiving hemodialysis treatments and has not yet been approved for other indications or for other claims for which we may seek approval.

We are not able to promote Triferic (dialysate) and Triferic AVNU or encourage our customers to use Triferic (dialysate) and Triferic AVNU for purposes other than the indications of use

that have been specifically approved by the FDA as safe and effective.

If we are not able to obtain FDA approval for additional indications for Triferic (dialysate) or secure an expanded product label, our ability to fully market Triferic (dialysate) on the basis of cost savings or improved patient outcomes may be limited, which would limit our ability to take full advantage of the market opportunity for Triferic (dialysate).

We or any future commercialization partner are not able to promote Triferic (dialysate) and Triferic AVNU or encourage customers to use Triferic (dialysate) and Triferic AVNU for purposes other than the indications of use that have been specifically approved by the FDA as safe and effective.

If we are not able to obtain FDA approval for additional indications for Triferic (dialysate) or secure an expanded product label, our or any future partner’s ability to fully market Triferic (dialysate) on the basis of cost savings or improved patient outcomes may be limited, which would limit our ability to take full advantage of the market opportunity for Triferic (dialysate).

If we are unable to obtain and maintain adequate protection for our data, intellectual property and other proprietary rights, our business may be harmed.

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While we have an issued patent in the United States and certain other major markets, including Europe and Japan, that covers the I.V.

and Dialysate formulations of Triferic, these patents expire in 2029.

and Dialysate formulations of Triferic, these patents expire in 2028 in Europe and Japan and 2029 in the United States.

The previously issued foundational composition-of-matter patents for Triferic expired in 2016.

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Furthermore, payments under any licenses that we are able to obtain would reduce our profits derived from the covered products and services.

We depend on third parties to manufacture Triferic.

If these organizations are unable or unwilling to manufacture our drug products, or if these organizations fail to comply with FDA or other applicable regulations or otherwise fail to meet our requirements, our business will be harmed.

We rely on CMOs to manufacture Triferic.

If a CMO is unable to manufacture Triferic in sufficient quantities and on a consistent basis, or if it becomes unwilling to produce Triferic for us, we may not be able to supply our customers in a timely manner.

For Triferic (dialysate) and Triferic AVNU, we have a single-source finished goods supplier and do not have a long-term supply contract.

If we were to experience a supply disruption, it could take an extended period of time to find and qualify an alternate supplier.

The manufacturing facilities and processes used by our CMOs must be approved by the FDA and foreign regulators, where applicable, before the drug products manufactured by such CMOs can be sold.

After approval, CMOs must

meet certain ongoing regulatory requirements for product testing and stability of our commercially marketed products.

We do not control the manufacturing processes of our CMOs and depend on them to comply with current good manufacturing practices (“cGMP”), and obtain and maintain regulatory approval.

If approval for a CMO is not received or ongoing testing does not continue to meet approved standards and approval is withdrawn, the CMO’s production would be delayed or suspended, which could adversely affect our Triferic commercialization efforts.

If that was to happen, we may be forced to find another capable CMO or shift production to another CMO that is already approved and under contract with us.

Any such circumstance could significantly hamper our ability to supply our customers with our drug products in a timely manner, which may have a material adverse effect on our business, results of operations, financial position and cash flows.

We rely on third party suppliers for raw materials and packaging components of our drug products.

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We may not be able to obtain the raw materials or packaging components we need, or the price of such materials or components may rise significantly, for a variety of reasons, including but not limited to:

• a business interruption, including a force majeure, cyber-attack, labor strike at a supplier of COVID-caused halt or slowdown of supply of raw materials or production of components;

• a business interruption, including a force majeure, cyber-attack, labor strike at a supplier of COVID-related halt or slowdown of supply of raw materials or production of components;

• global supply chain delays or disruptions;

• regulatory requirements or action by regulatory agencies or others against a supplier, including delays in receiving necessary approvals;

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• adverse financial or other strategic developments at or affecting a supplier;

• termination or disagreement over the terms and conditions of the supply contract by a supplier;

• termination or disagreement over the terms and conditions of the supply contract by a supplier or our inability to comply with the minimums in such an agreement;

• unexpected demand for or shortage of raw materials or packaging components;

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Some of the suppliers for our raw materials or packaging components are single-source suppliers.

If those suppliers were unable to supply us for any reason, including the reasons mentioned above, we could experience cost increases or supply interruptions.

For example, we have had disputes with our API supplier for Triferic.

In January 2022, we received an invoice for a penalty payment because we failed to meet certain minimum order requirements under our agreement with them.

Any dispute that may arise could result in the termination of the supply agreement or loss of API that is stored at our supplier.

Finding an alternative source can be expensive and take a substantial amount of time, especially when regulatory approval is required to qualify the supplier.

If we are unable to obtain our raw materials and packaging components and are not able to establish alternative supply sources, or if the prices for such items increase substantially, our CMOs may not be able to produce the desired quantities of our drug products and our expected gross profit margins may be materially adversely affected.

We depend on third parties to manufacture Triferic.

We rely on CMOs to manufacture Triferic.

For Triferic (dialysate) and Triferic AVNU, we have a single-source finished goods supplier and do not have a long-term supply contract.

If we were to experience a supply disruption, it could take an extended period of time to find and qualify an alternate supplier.

The manufacturing facilities and processes used by our CMOs must be approved by the FDA and foreign regulators, where applicable, before the drug products manufactured by such CMOs can be sold.

After approval, CMOs must meet certain ongoing regulatory requirements for product testing and stability of our commercially marketed products.

We do not control the manufacturing processes of our CMOs and depend on them to comply with current good manufacturing practices (“cGMP”), and obtain and maintain regulatory approval.

If that was to happen, we may be forced to find another capable CMO or shift production to another CMO that is already approved and under contract with us.

We may not be successful in obtaining foreign regulatory approvals or in arranging out-licensing partners capable of obtaining the approvals needed to effectively commercialize Triferic (dialysate), Triferic AVNU or any other drug product candidates outside of the United States.

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Even if we obtain the necessary foreign approval in a particular market, we do not have expertise selling and marketing on an international level and, therefore, may not be successful in realizing commercial value from our drug products.

Thus, our strategy is to out-license the rights to our drug products in markets outside the United States to partners who we believe will have the necessary resources and expertise to obtain regulatory approval and ultimately commercialize our out-licensed drug products.

However, we may not be successful in finding new partners who will be willing to invest in our drug

products outside the United States and even if we are able to find new partners, they may not be able to obtain the necessary foreign regulatory approvals.

Thus, our strategy is to out-license the rights to our drug products in markets outside the United States to partners who we

believe will have the necessary resources and expertise to obtain regulatory approval and ultimately commercialize our out-licensed drug products.

However, we may not be successful in finding new partners who will be willing to invest in our drug products outside the United States and even if we are able to find new partners, they may not be able to obtain the necessary foreign regulatory approvals.

If we are not successful in out-licensing our drug products outside of the United States or entering into other arrangements with partners capable of obtaining the necessary regulatory approvals to commercialize our drug products, we may be forced to seek regulatory approval and market these products ourselves.

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As a result, we may decide to delay or abandon development efforts in certain markets.

Any such delay or abandonment, or any failure to receive one or more foreign approvals, may have an adverse effect on the benefits otherwise expected from marketing in foreign countries.

Any such delay or abandonment, or any failure to receive one or more foreign approvals, may have an adverse effect on the benefits otherwise expected from marketing in foreign countries and may result in the violation of our license agreements.

If we are successful in obtaining partners to develop and commercialize our drug products in foreign markets, we will be dependent upon their effectiveness in selling and marketing our drug products in those foreign markets.

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We may be subject to additional risks if Triferic (dialysate), Triferic AVNU or any other drug product candidates are approved and marketed outside of the United States, including:

• increased cost or resource requirements associated with measures required to support the registration and/or sale of the product or products, such as labeling changes, product changes, testing, provision of documents or production requirements;

• reduced protection for intellectual property rights;

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• business interruptions resulting from disease outbreaks, including the recent coronavirus disease epidemic, geopolitical actions, including war and terrorism, or natural disasters, including earthquakes, typhoons, floods and fires.

If we do not successfully manage these risks, our business could suffer.

We may not be successful in expanding our drug product portfolio or in our business development efforts related to in-licensing, acquisitions or other business collaborations.

Even if we are able to enter into business development arrangements, they could have a negative impact on our business and our profitability.

As part of our business strategy to expand our drug product portfolio, if we would seek to acquire or in-license other drug products or product candidates that we believe are a complementary fit with our current product portfolio, as well as other product or product candidates that we believe have substantial development potential.

As part of our business strategy to expand our drug product portfolio, we may seek to acquire or in-license other drug products or product candidates that we believe are a complementary fit with our current product portfolio, as well as other product or product candidates that we believe have substantial development potential.

We may not be able to identify such products or product candidates.

If we do, the negotiation of such arrangements can be a lengthy and complex process and there can be no assurance that any such negotiations will be completed on a timely basis or at all, or result in an arrangement that will enable us to effectively integrate, develop and launch such products or product candidates effectively.

If we do, the negotiation of such arrangements can be a lengthy, complex and expensive process and there can be no assurance that any such negotiations will be completed on a timely basis or at all, or result in an arrangement that will enable us to effectively integrate, develop and launch such products or product candidates effectively.

In addition, the market potential for new drug products or product candidates is highly uncertain and evaluation of such potential requires significant judgment and assumptions.

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An increase in our exposure to uncollectible accounts could have a material adverse effect on our business, results of operations, financial position and cash flows.

Since 2011, CMS has continued to modify reimbursement policies for dialysis under the ESKD prospective payment system generally resulting in lower payment to dialysis providers.

Since 2011, CMS has continued to modify reimbursement policies for dialysis under the ESRD prospective payment system generally resulting in lower payment to dialysis providers.

We anticipate that dialysis providers will continue to seek ways to reduce their costs per treatment due to this change in reimbursement practice, which could reduce our sales and profitability and have a material adverse effect on our business, results of operations, financial position and cash flows.

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Ajay Gupta, our former Chief Scientific Officer.

These in-licensed patent rights cover Triferic AVNU and have other claims that could cover Triferic and other products.

These in-licensed patents, if granted, would cover Triferic AVNU and have other claims that could cover Triferic and other products.

If we fail to remain in compliance with the terms of these license agreements, including due diligence obligations relating to our efforts to develop and commercialize licensed products in certain markets, we could be found to be in breach of these license agreements.

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Any of these occurrences could significantly harm our results of operations and future prospects.

New classes of drugs, such as HIF-PHIs, may limit the need for iron to be administered to ESKD patients.

New classes of drugs, such as HIF-PHIs, may limit the need for iron to be administered to ESRD patients.

A new class of drugs, known as HIF-PHIs, is currently in development for a variety of indications, including the treatment of anemia for patients with chronic kidney disease.

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Certain HIF-PHI compounds, including roxadustat and vadadustat, have reached or completed Phase 3 development in the United States, and an NDA for roxadustat was submitted in the United States in December 2019.

If successfully developed and approved, HIF-PHIs could potentially offer a more convenient, more effective and/or safer alternative to injectable ESAs for treatment of anemia in HDD-CKD patients while potentially increasing iron availability for hemoglobin synthesis.

The PDUFA date for vadadustat, which may be the first FDA approved HIF-PHI agent, is currently set for March 29, 2022.

Further, HIF-PHIs are approved in other countries where we have licensing partners, including China and Korea.

If successfully developed and approved in the United States, HIF-PHIs could potentially offer a more convenient, more effective and/or safer alternative to injectable ESAs for treatment of anemia in HDD-CKD patients while potentially increasing iron availability for hemoglobin synthesis.

It is possible that HIF-PHIs may significant limit or potentially eliminate the need for parenteral iron to be administered to patients on dialysis.

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Significant utilization of oral agents would diminish the commercial opportunity of Triferic within ESKD dialysis patients receiving hemodialysis.

RISKS RELATED TO CLINICAL TRIALS

The drug development and approval process is lengthy and expensive, and approval is never certain.

Investigational new drugs may not prove to be safe and effective in clinical trials.

We have no direct experience as a company in conducting later stage clinical trials required to obtain regulatory approval in the disease states that we are currently investigating FPC pipeline product candidates in.

We may be unable to design and execute a clinical trial to support regulatory approval.

Even if a current clinical trial is successful, it may be insufficient to demonstrate that our product candidates are safe or effective for registration purposes.

There is a high failure rate for drugs and biologic products proceeding through clinical trials.

Failure can occur at any time during the clinical trial process.

In fact, many companies in the pharmaceutical and biotechnology industries have suffered significant setbacks in late stage clinical trials even after achieving promising results in preclinical studies and earlier stage clinical trials.

In addition, data obtained from preclinical and clinical activities is subject to varying interpretations, which may delay, limit or prevent regulatory approval.

If we experience delays in clinical testing, our commercial prospects will be adversely affected, our costs may increase and our business may be harmed.

In the future, we may file INDs for any future indications or future product candidates.

If any such future IND is not approved by the FDA, our clinical development timeline may be negatively impacted and any future clinical programs may be delayed or terminated.

As a result, we may be unable to obtain regulatory approvals or successfully commercialize our products.

We do not know whether any other clinical trials will begin as planned, will need to be restructured or will be completed on schedule, or at all.

Our product development costs will increase if we experience delays in clinical testing.

If we encounter difficulties in enrolling patients in our clinical trials, our clinical development activities could be delayed or otherwise adversely affected.

The timely completion of clinical trials largely depends on patient enrollment.

Some of the disease states in which we are investigating FPC, specifically the home setting, present logistical challenges for patient enrollment in clinical trials.

our clinical studies or trials.

Our inability to enroll a sufficient number of patients for our clinical trials would result in significant delays or may require us to abandon one or more clinical trials altogether.

FPC may cause undesirable side effects or have other properties in the new disease states we are investigating that could delay or prevent their regulatory approval or limit the commercial profile of an approved label.

Undesirable side effects caused by our future product candidates could cause us or regulatory authorities to interrupt, delay or halt clinical trials and could result in a more restrictive label or the delay or denial of regulatory approval by the FDA or other comparable foreign regulatory authorities.

Additional clinical studies may be required to evaluate the safety profile of our future product candidates.

Lack of efficacy, adverse events or undesirable side effects may emerge in clinical trials conducted by third parties developing product candidates like ours.

We also make assumptions, estimations, calculations and conclusions as part of our analyses of data, and we may not have received or had the opportunity to fully and carefully evaluate all data.

Topline data also remain subject to audit and verification procedures that may result in the final data being materially different from the preliminary data we previously published.

As a result, topline data should be viewed with caution until the final data are available.

From time to time, we may also disclose interim data from our clinical trials.

In addition, we may report interim analyses of only certain endpoints rather than all endpoints.

RISKS RELATED TO REGULATORY APPROVALS

Our FPC pipeline product candidates have not received regulatory approval in the disease state we are investigating.

If we are unable to obtain regulatory approvals to market such product candidates, our business will be adversely affected.

We do not expect our FPC pipeline product candidates to be commercially available for several years, if at all.

Our future product candidates will be subject to strict regulation by regulatory authorities in the United States and in other countries.

We cannot market any product candidate until we have completed all necessary preclinical studies and clinical trials and have obtained the necessary regulatory approvals.

We do not know whether regulatory agencies will grant approval for our future product candidates.

Even if we are able to obtain regulatory approvals for our future product candidates, if they exhibit harmful side effects after approval, our regulatory approvals could be revoked or otherwise negatively impacted, and we could be subject to costly and damaging product liability claims.

Even if we receive regulatory approval for our FPC pipeline product candidates, we will have tested them in only a small number of patients during our clinical trials.

If our applications for marketing are approved and more patients begin to use our product, new risks and side effects associated with our products may be discovered.

As a result, regulatory authorities may revoke their approvals.

We might have to withdraw or recall our products from the marketplace.

We may also experience a significant drop in the potential sales of our product if and when regulatory approvals for such product are revoked.

As a result, we may experience harm to our reputation in the marketplace or become subject to lawsuits, including class actions.

Any of these results could decrease or prevent any sales of our approved product or substantially increase the costs and expenses of commercializing and marketing our product.

The regulatory approval processes of the FDA and comparable foreign regulatory authorities are lengthy, time-consuming and inherently unpredictable.

Our inability to obtain regulatory approval for our future FPC pipeline product candidates would substantially harm our business.

It is possible that none of our FPC pipeline product candidates will ever obtain regulatory approval.

Our future product candidates could fail to receive regulatory approval from the FDA or comparable foreign regulatory authorities for many reasons.

Even if our FPC pipeline product candidates receive regulatory approval, it may still face future development and regulatory difficulties.

Even if we obtained regulatory approval for a product candidate, it would be subject to ongoing requirements by the FDA and comparable foreign regulatory authorities governing the manufacture, quality control, further development, labeling, packaging, storage, distribution, safety surveillance, import, export, advertising, promotion, recordkeeping and reporting of safety and other post-market information.

issue safety alerts, Dear Healthcare Provider letters, press releases or other communications containing warnings about such product;

mandate modifications to promotional materials or require us to provide corrective information to healthcare practitioners;

require that we conduct post-marketing studies;

require us to enter into a consent decree, which can include imposition of various fines, reimbursements for inspection costs, required due dates for specific actions and penalties for noncompliance;

seek an injunction or impose civil or criminal penalties or monetary fines;

suspend marketing of, withdraw regulatory approval of or recall such product;

suspend any ongoing clinical studies;

refuse to approve pending applications or supplements to applications filed by us;

suspend or impose restrictions on operations, including costly new manufacturing requirements;

or seize or detain products, refuse to permit the import or export of products or require us to initiate a product recall.

The occurrence of any event or penalty described above may inhibit our ability to commercialize our products and generate product revenue.

Even if our FPC pipeline product candidates receive regulatory approval, it may still face future reimbursement challenges.

Reimbursements of a our FPC pipeline product candidates, if approved, is integral to their ability to be a commercial success.

While, we try to plan clinical trials appropriately to foresee such challenges, but there is no guarantee that unexpected or unforeseen issues will not arise.

Furthermore, pricing and reimbursement of pharmaceutical products is subject to intense political scrutiny and the reimbursement understandings that we currently have now may be modified or rendered moot by the time the FPC pipeline product candidate could potentially receive regulatory approval.

Such modifications could change the commercial viability of marketing the FPC pipeline product candidate which would have an effect upon the long term growth of Rockwell.

RISKS RELATED TO OUR CONCENTRATE BUSINESS

The ongoing COVID-19 pandemic has resulted in, and may continue to result in significant disruptions to our concentrates business operations, which could have a material adverse effect on our business.

Our business and its operations have been and are expected to continue to be adversely affected by the COVID-19 pandemic.

To date, our manufacturing has been viewed as an essential activity and we have not been required to pause operations based upon executive or similar governmental directives.

However, we have had, and anticipate continuing to have, instances where employees of our manufacturing plants test positive for COVID-19, resulting in a disruption to our manufacturing operations.

These disruptions in our operations have had and could continue to have a negative impact our business, operating results and financial condition.

Furthermore, it is possible that the outbreak of COVID-19 could be significant enough to force us to close the entirety of the manufacturing plant or transportation services for an extended period of time, which could result in a failure to deliver product.

In addition, we may face decreased demand for both our concentrates portfolio if dialysis patients are unable to travel to dialysis clinics or if dialysis patients are found to be disproportionally affected by COVID-19 due to their heightened risk associated with their disease.

We have had an increase in costs associated with COVID-19 including costs associated with hazard pay, costs for PPE and costs for cleaning.

These increased costs have impacted the profitability of our concentrates divisions.

Given the uncertainty surrounding COVID-19, we may continue to incur these additional costs which in turn can have an impact upon our profitability.

The COVID-19 pandemic continues to evolve rapidly.

The ultimate impact of the COVID-19 pandemic or a similar public health emergency is highly uncertain and subject to change.

We do not yet know the full extent of potential delays or impacts on our business, our clinical trials, healthcare systems, or the global economy as a whole.

We may be required to repay a portion of the upfront fees received from Baxter, which could materially and adversely affect our financial position and cash reserves.

Upon the occurrence of a “Refund Trigger Event” under the Distribution Agreement with Baxter, we may be required to repay to Baxter $5.0 million of the $20.0 million upfront fee and a portion of the facility fee.

A Refund Trigger Event includes, among other things, termination due to an uncured material breach by us.

If we are required to make any such payment to Baxter, we may need to reallocate funds from other parts of our business, which could force us to change or delay plans for use of that capital.

In any such event, our financial condition, results of operations, and cash reserves could be materially and adversely affected.

A few customers account for a substantial portion of the end user sales of our concentrate products.

The loss of any of these customers could have a material adverse effect on our business, results of operations, financial position and cash flows.

Sales of our medical device products are highly concentrated in a few customers.

One customer accounted for nearly half of our sales in each of the last three years and for a substantial number of the clinics we serve.

The loss of any of these significant customers could have a material adverse effect on our business, results of operations, financial position and cash flows.

We provided Baxter with certain pricing concessions as an incentive to increase its domestic concentrate business.

Baxter may not be successful in increasing its domestic concentrate business.

If Baxter is not successful in increasing its concentrate business, we may realize lower operating profit from concentrates as a result.

We face competition in the concentrate market and have a large competitor with substantial resources.

We and our distributor, Baxter, may not be able to successfully compete with Fresenius.

Fresenius has historically used product bundling and low pricing as a competitive strategy to capture market share of concentrate products.

We and Baxter may be at a disadvantage in competing against these strategies to sell concentrate products.

Furthermore, Fresenius is vertically integrated and is the largest provider of dialysis services in the United States, treating approximately 37% of all U.S.

in-center hemodialysis patients through its clinics.

Fresenius has routinely acquired our customers, and it may acquire more of our customers in the future.

We may be affected materially and adversely by increases in raw material and transportation costs.

A significant portion of our costs relates to chemicals and other raw materials, which are subject to price volatility based on demand and are highly influenced by the overall level of economic activity in the United States and abroad.

These costs have tended to rise from year to year and are likely to continue to rise in the future.

Under the Distribution Agreement with Baxter, such cost inflation may result in increases in the prices we charge Baxter.

If these increases exceed levels specified in the Distribution Agreement, Baxter has the option to terminate the Distribution Agreement and obtain a refund of a portion of the fees (as a Refund Trigger Event) we received from Baxter.

Any such termination or refund could have a material adverse effect on our business, results of operations, financial position and cash flows.

Additionally, the Second Amendment to our Distribution Agreement with Baxter, established a cap on the percentage amount that we receive in reimbursement for transportation expenses.

This reimbursement cap could result in Rockwell not being able to obtain the full amount of our transportation costs.

We have also been adversely affected by a general shortage in commercial truckers in the United States.

This has negatively impacted our profit margins as we pay higher costs to ship products to our customers.

Continued increases in shipping costs, the costs of raw materials, or increases in transportation costs that are not reimbursed due to the cap on expenses with Baxter could negatively impact our profit margins, as we may be limited in our ability to pass these costs along to our customers.

In addition, one of the most expensive components of our dialysis solutions is pharmacopeia grade salt.

Pharmacopeia grade salt is primarily manufactured domestically by two suppliers.

It was announced in September 2020 that our primary supplier of pharmacopeia, one of our largest suppliers of pharmacopeia grade salt, is merging with the other primary manufacturer of pharmacopeia grade salt which could have an effect of our costs of raw material.

RISKS RELATED TO OUR FINANCIAL POSITION

We have limited capital resources and will likely need additional funding before we are able to achieve profitability .

If we are unable to raise additional capital on attractive terms, or at all, we may be unable to sustain our operations.

We have limited capital resources, a cumulative deficit of approximately $337.4 million since inception and we expect to incur further losses for the foreseeable future.

As of December 31, 2020, we had approximately $58.7 million of cash, cash equivalents and investments available-for-sale, and working capital of $56.7 million.

Net cash used in operating activities for the year ended December 31, 2020 was approximately $29.6 million.

During the year ended December 31, 2020, the Company sold 1,128,608 shares of its common stock as part of its sales agreement with Cantor Fitzgerald & Co.

for proceeds of $2.3 million, net of issuance costs.

Approximately $32.3 million remains available for sale under this facility.

See Note 11 for further detail.

In February 2020, the Company raised capital in an underwritten public offering for proceeds of $8 million, net of estimated issuance costs.

In September 2020, the Company sold 23,178,809 shares of its common stock for proceeds of $32.7 million, net of issuance costs (see Note 11 in Part III for further detail).

In March 2020, the Company entered into a Loan and Security Agreement (the "Loan Agreement") with Innovatus Life Sciences Lending Fund I, LP, ("Innovatus") to make certain term loans to the Company in the aggregate principal amount of up to $35.0 million.

Net draw down proceeds at closing were approximately $21 million, net of estimated fees and expenses (See Note 15 in Part III for further detail).

The Loan Agreement, noted above, is secured by all assets of the Company and Rockwell Transportation, Inc.

and contains customary representations and warranties and covenants, subject to customary carve outs, and includes financial covenants related to liquidity and trailing twelve months sales of Triferic, with the latter beginning with the period ending

December 31, 2020.

We cannot assure you that we can maintain compliance with the covenants under our Loan Agreement, which may result in an event of default.

Our ability to comply with these covenants may be adversely affected by events beyond our control.

For example, the Loan Agreement contains certain financial covenants relating to sales and, as a result of the ongoing COVID-19 pandemic and its effect on our sales activities, among other factors, we were not be able to satisfy such covenants as of December 31, 2020.

As such, the Company utilized the cure options which were accepted by Innovatus to regain compliance.

As of December 31, 2020, the Company was in compliance with all reporting and financial covenants.

Based on the equity offerings and Loan Agreement described above, 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 report.

Our ability to fund our activities in the long term will be dependent upon our ability to successfully execute on the development of the FPC platform in new indications and our ability to successfully commercialize and increase adoption of Triferic (dialysate) and Triferic AVNU.

Both of these factors are subject to significant risks and uncertainties and there can be no assurance that we will be successful in achieving approval of FPC in new indications or that we will successfully expanding our Triferic franchise.

If our planned clinical program is delayed or experiences failures, or if our commercialization of Triferic fails to achieve targeted levels of success, we may be forced to implement cost-saving measures that may potentially have a negative impact on our activities and we may have increased difficulty raising capital to fund our operations.

If we are unable to raise required capital, we may be forced to curtail our activities and, ultimately, cease operations.

The occurrence of any of these events could cause a significant adverse impact on our business, prospects and share price.

Additionally, the Loan Agreement contains affirmative, including financial covenants related to liquidity and trailing twelve months sales of Triferic, and negative covenants that, among other things, restrict our ability to:

• incur additional indebtedness;

• grant liens;

• make distributions, including dividends;

• enter into a merger or consolidation;

• alter the business of the Company;

• sell all or a portion of the Company’s property, business or assets.

These covenants could also limit our ability to make needed capital expenditures or otherwise conduct necessary or desirable business activities.

We cannot assure you that we can maintain compliance with the covenants under our Loan Agreement, which may result in an event of default.

Our ability to comply with these covenants may be adversely affected by events beyond our control.

For example, the Loan Agreement contains certain financial covenants relating to sales and, as a result of the ongoing COVID-19 pandemic and its effect on our sales activities, among other factors, we may not be able to satisfy such covenants in the future.

Based on our Triferic sales, we were not able satisfy this covenant as of December 31, 2020.

As such, the Company utilized the cure options which were accepted by Innovatus to regain compliance.

The Loan Agreement also includes customary events of default, including, among other things, a change of control or a failure to comply with certain of the covenants in the Loan Agreement.

Upon the occurrence and continuation of an event of default, all amounts due under the Loan Agreement become (in the case of a bankruptcy event), or may become (in the case of all other events of default and at the option of Innovatus), immediately due and payable.

If an event of default under the Loan Agreement should occur, we could be required to immediately repay the outstanding indebtedness.

If we are unable to repay this debt, the lenders would be able to foreclose on the secured collateral,

including our cash accounts, and take other remedies permitted under the Loan Agreement.

Even if we are able to repay the indebtedness on an event of default, the repayment of these sums may significantly reduce our working capital and impair our ability to operate as planned.

The occurrence of any of these events could cause a significant adverse impact on our business and financial condition.

The actual amount of funds we will need to operate is subject to many factors, some of which are beyond our control.

These factors include, but are not limited to:

• the timing and expenditures associated with the commercialization of Triferic (dialysate) and Triferic AVNU and the timing and magnitude of cash received from product sales;

• the timing and expenditures associated with the build-up of inventory;

• the timing, design and conduct of, and results from, clinical trials that we may conduct;

• the timing of the licensing, partnering and acquisition of new product and product candidate opportunities.

If our cash is insufficient to meet our future operating requirements, we will have to raise additional funds.

Our capital raising activities may include, but may not be limited to, the issuance of common stock or other securities via private placement or public offerings or the issuance of debt.

While we may seek capital through a number of means, there can be no assurance that additional financing will be available on acceptable terms, if at all.

Furthermore, additional equity financings may be dilutive to our stockholders and newly issued securities may have rights, preferences or privileges senior to those of holders of our common stock.

Debt financing, if available, may involve significant cash payment obligations and covenants that restrict our ability to operate as a business.

Additionally, we may have difficulty borrowing money through a term loan or debt facility given the covenants in our distribution agreement with Baxter which prohibit us from entering into a contract encumbering the assets used in our concentrate business.

These assets currently constitute a substantial portion of the tangible assets we own.

If our development activities require substantial cash resources in the future in excess of our liquid resources on hand and if our cash flows are not sufficient to support financing through unsecured indebtedness, we may not be able to obtain debt financing and our capital financing options may become limited.

Regardless of whether we seek to raise additional working capital through the sale of equity securities or the incurrence of indebtedness, if we do not have sufficient funds available to successfully commercialize Triferic in dialysis, conduct planned clinical studies and pursue business opportunities, our business, results of operations, financial position and cash flows could be materially adversely affected.

Our business could be impacted as a result of actions by activist shareholders, including as a result of a potential proxy contest for the election of directors at our annual meeting.

The Company was subjected to a proxy contest at the 2017 Annual Meeting of Shareholders, which resulted in the negotiation of changes to the Board and the incurrence of substantial costs.

A future proxy contest would require us to incur significant legal fees and proxy solicitation expenses and require significant time and attention by management and the Board.

We may also be subject, from time to time, to other legal and business challenges in the operation of our company due to actions instituted by activist shareholders.

Responding to such actions, which may include publicity campaigns and, potentially, litigation, could be costly and time-consuming, divert the time and attention of our Board of Directors and management from our business, interfere with our ability to execute our strategic plan, give rise to perceived uncertainties as to our future direction, adversely impact our lobbying efforts, adversely affect our relationships with customers, suppliers, prospective and current team members and others, result in the loss of potential business opportunities or make it more difficult to attract and retain qualified personnel, any of which could materially and adversely affect our business and operating results.

We cannot predict, and no assurances can be given as to, the outcome or timing of any matters relating to actions by activist shareholders or the ultimate impact on our business, results of operations, financial position and cash flows.

Our future success depends on our ability to retain executives and key employees and to attract, retain and motivate qualified personnel in the future.

We are highly dependent on the product development, clinical and business development expertise of the principal members of our management, scientific and clinical team.

Although we have entered into employment agreements with our executives and key employees, each of them may terminate their employment with us at any time.

We do not maintain “key person” insurance for any of our executives or other employees.

Recruiting and retaining qualified scientific, clinical, manufacturing, sales and marketing personnel is critical to our success.

We hired a new Chief Executive Officer and Chief Financial Officer in 2020 and have hired additional executive-level employees who are leading the commercialization of Triferic.

This leadership transition may be difficult to manage and may cause operational and administrative inefficiencies, added costs, decreased productivity among our employees, and loss of personnel with deep institutional knowledge, which could result in significant disruptions to our operations.

In addition, we must successfully integrate our new management team members within our organization in order to achieve our operating objectives, and these changes in key management positions may temporarily affect our financial performance and results of operations as our new management becomes familiar with our businesses.

These changes could also increase the volatility of our stock price.

We also experience competition for the hiring of scientific and clinical personnel from universities and research institutions.

If we are unable to continue to attract and retain high quality personnel, our ability to pursue our growth strategy will be limited.

If we are unable to mitigate these or other similar risks, our businesses, results of operations, and financial condition may be adversely affected.

We could experience a business interruption, intentional theft of confidential information or reputational damage, including damage to key customer and partner relationships, from system failures, espionage attacks, malware, ransomware or other cyber-attacks.

Such cyber-security breaches may compromise our system infrastructure or lead to data leakage, either internally or at our contractors or consultants.

In any such event, our business, results of operations, financial position and cash flows could be materially adversely affected.

We use biological and hazardous materials, and any claims relating to improper handling, storage or disposal of these materials could be time consuming or costly.

We use hazardous materials, including chemicals and biological agents and compounds, which could be dangerous to human health and safety or the environment.

Our operations also produce hazardous waste products.

Federal, state and local laws and regulations govern the use, generation, manufacture, storage, handling and disposal of these materials and wastes.

Compliance with applicable environmental laws and regulations may be expensive, and current or future environmental laws and regulations may impair our pharmaceutical development efforts.

In addition, we cannot entirely eliminate the risk of accidental injury or contamination from these materials or wastes.

We are and may become the target of additional securities and shareholder litigation, which is costly and time-consuming to defend.

In addition to proceedings described in Note 14 “Commitments and Contingencies” in the accompanying consolidated financial statements for the year ended December 31, 2020, it is possible that other legal proceedings could be brought against us in the future.

The results of complex legal proceedings are difficult to predict.

Even if any future lawsuits are not resolved against us, the costs of defending such lawsuits may be material to our business and our operations.

Moreover, these lawsuits may divert our Board and our management’s attention from the operation of our business.

For more information on our legal proceedings, see Note 14 “Commitments and Contingencies – Litigation” in the accompanying consolidated financial statements for the year ended December 31, 2020.

Any adverse conclusions from our SEC investigation could result in fines, criminal penalties and an adverse effect on our business.

We received letters in 2017 from the SEC informing us that the SEC was conducting an inquiry into our accounts receivable and inventory, calculation practices regarding such information, as well as disclosure regarding our dispute with Baxter and requesting that we voluntarily provide certain information and documents relating to our accounts receivable and inventory calculations and reporting practices, as well as information relating to the Baxter dispute.

In 2018, we received additional requests (including a subpoena) from the SEC asking for certain records and information relating to the termination of our prior Chief Executive Officer and Chief Financial Officer, as well as the facts and circumstances leading up to the resignation of our prior audit firm.

The SEC’s letters stated that the SEC’s inquiry should not be construed as an indication that any violation of any federal securities laws has occurred.

We have provided all of the requested information and documents to the SEC from the 2017 requests and are substantially complete in providing the requested information and documents from the 2018 subpoena.

We have and will continue to fully cooperate with the SEC investigation.

At this stage, we are unable to predict when the SEC’s inquiry will conclude or what the consequences may be.

Furthermore, any continuation of the SEC inquiry may cause a diversion of management’s time and attention, which could have a material adverse effect on our business, results of operations, financial position and cash flows.

Unfavorable weather or global economic conditions could adversely affect our business, financial condition or results of operations.

Our results of operations could be adversely affected by general weather conditions, as well as conditions in the global economy and in the global financial markets.

A severe weather or other geological event in our locations or those of our suppliers, or prolonged economic downturn, such as the recent global financial crisis, could result in a variety of risks to our business, including our ability to raise additional capital when needed on acceptable terms, if at all.

This is particularly true in Europe, where the Brexit has created additional economic uncertainty.

A weak or declining economy could also strain our suppliers, possibly resulting in supply disruption.

Any of the foregoing could harm our business and we cannot anticipate all of the ways in which the current economic climate and financial market conditions could adversely impact our business.

RISKS RELATED TO LEGAL AND REGULATORY

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Our businesses are highly regulated.

The testing, manufacture and sale of the products we manufacture directly or through third party CMOs are subject to extensive regulation by the FDA and by other federal, state and foreign authorities.

The testing, manufacture, sale and delivery of the products we manufacture directly or through third party CMOs are subject to extensive regulation by the FDA and by other federal, state and foreign authorities, including, with respect to our transportation operations, the U.S.

Department of Transportation.

Before drug product candidates or medical devices, such as our concentrate products, can be commercially marketed in the United States, the FDA must give either premarket approval or 510(k) clearance.

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In addition, our failure to comply with applicable regulations with respect to our concentrate products could constitute a breach by us of the Distribution Agreement, providing Baxter with various remedies that would be material and adverse to us.

Moreover, changes in applicable regulatory requirements could significantly increase the costs of our operations, which, if such higher costs result in price increases that exceed the thresholds specified in the Distribution Agreement, could give Baxter the right to terminate the Distribution Agreement and obtain a partial refund of certain fees paid to us.

Our drug products and product candidates may have undesirable side effects and our product liability insurance may not be sufficient to protect us from material liability or harm to our business.

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If a third party believes that one of our drug products or product candidates infringes on the third party’s patent, it may sue us even if we have received our own patent protection for the technology.

If we infringe the rights of a third party, we could be prevented from manufacturing and selling products, forced to pay damages, compelled to license technology from the party claiming infringement and lose the opportunity to license our technology to others and collect royalty payments, any of which could have a material adverse effect on our business.

If Baxter is prevented from selling any of our concentrate or ancillary products due to a patent infringement or if its ability to sell any of our concentrate or ancillary products due to a patent infringement is materially and adversely affected, Baxter may be entitled to terminate our Distribution Agreement and obtain a refund of a portion of the upfront fee and facility fee.

If we infringe the rights of a third party, we could be prevented from manufacturing and selling products, forced to pay damages, compelled to license technology from the party

claiming infringement and lose the opportunity to license our technology to others and collect royalty payments, any of which could have a material adverse effect on our business.

As is common in the biotechnology and pharmaceutical industry, we engage the services of consultants to assist us in the development of our drug products and product candidates.

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Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management.

Our business operations may subject us to numerous commercial disputes, claims, lawsuits and/or investigations.

Operating in the pharmaceutical industry involves numerous commercial relationships, complex contractual arrangements, uncertain intellectual property rights, potential product liability and other aspects that create heightened risks of disputes, claims, lawsuits and investigations.

In particular, we may face claims related to the safety of our products, intellectual property matters, employment matters, tax matters, commercial disputes, competition, sales and marketing practices, environmental matters, personal injury, insurance coverage and acquisition or divestiture‑related matters.

A counterparty may assert claims that we do not believe are meritorious, but we nonetheless need to defend.

For example, Baxter sent us a letter in December 2021 reserving its right to assert that it could claim a refund of a portion of its upfront payment if it terminates the Distribution Agreement as a result of certain price increases.

While we believe the claims in Baxter's letter are without merit and that Baxter cannot recoup any portion of its upfront payment, we cannot assure you what a mediator or arbitrator may decide if it pursues such claim.

We intend to vigorously defend against and such claim.

In addition, any commercial dispute, claim, lawsuit or investigation may divert our management’s attention away from our business, we may incur significant expenses in addressing or defending any commercial dispute, claim or lawsuit or responding to any investigation, and we may be required to pay damage awards or settlements or become subject to equitable remedies that could adversely affect our operations and financial results.

RISKS RELATED TO OUR COMMON STOCK

Shares eligible for future sale may affect the market price of our common stock.

Any future sales by us of substantial amounts of our common stock, or the possibility of such sales, could adversely affect the market price of our common stock and also impair our ability to raise capital through an offering of our equity securities in the future.

In the future, we may issue additional shares or warrants in connection with investments or for other purposes considered advisable by our Board of Directors.

Any substantial sale of our common stock may have an adverse effect on the market price of our common stock and may dilute the economic value and voting rights of existing stockholders.

In addition, as of December 31, 2020, there were 6,481,095 shares issuable upon the exercise of the then-outstanding and exercisable stock options, 1,728,929 shares issuable upon the exercise of then-outstanding stock options that were not yet exercisable, and 23,178,509 shares issuable upon the exercise of then-outstanding and exercisable warrants.

The market price of the common stock may be depressed by the potential exercise of these options.

The holders of these options are likely to exercise them when we would otherwise be able to obtain additional capital on more favorable terms than those provided by the options.

The market price for our common stock is volatile.

Our stock price, like the market price of many stocks in the specialty pharmaceutical, biotechnology and pharmaceutical industries, is volatile.

Some of the factors that may cause the market price of our common stock to fluctuate include:

We may fail to qualify for continued listing on Nasdaq, which could make it more difficult for our stockholders to sell their shares.

We are required to satisfy the continued listing requirements of Nasdaq to maintain such listing, including, among other things, the maintenance of a minimum closing bid price of $1.00 per share.

On June 11, 2021, we received a notice from Nasdaq that we were not in compliance with the minimum bid price requirements set forth in Nasdaq Listing Rule 5450(a)(1) for continued listing on The Nasdaq Global Market.

Nasdaq Listing Rule 5450(a)(1) requires listed securities maintain a minimum closing bid price of $1.00 per share, and Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum closing bid price requirement exists if the deficiency continues for a period of 30 consecutive business days.

In order to regain compliance, the closing bid price of the Company’s common stock must be at least $1.00 per share for a minimum of 10 consecutive business days.

We did not regain compliance by our initial deadline of December 8, 2021.

We have moved our listing to The Nasdaq Capital Market and on December 9, 2021, we received written notice that Nasdaq has determined we are eligible for an additional 180-day extension, or until June 6, 2022, to regain compliance with the minimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market.

There can be no assurance that we will be able to regain compliance with the minimum bid price requirement.

In the event that we do not regain compliance with the Nasdaq Listing Rules prior to the expiration of the extension period, we expect to receive

written notification that our common stock is subject to delisting.

If our common stock is delisted by Nasdaq, we could face significant material adverse consequences, including:

• a limited availability of market quotations for our common stock;

• reduced liquidity with respect to our common stock;

• a determination that our shares are “penny stock,” which will require brokers trading in our shares to adhere to more stringent shares, and which may limit demand for our common stock among certain investors;

• a limited amount of news and analyst coverage for our company;

• a decreased ability to issue additional securities or obtain additional financing in the future.

The market price of our common stock has fluctuated in the past, and is likely to continue to be volatile, which could subject us to litigation.

The market price of our common stock has fluctuated and is likely to be subject to further wide fluctuations in response to numerous factors, many of which are beyond our control, such as those in this “Risk Factors” section and others including:

• our ability to obtain regulatory approvals for our product candidates, and delays or failures to obtain such approvals;

• failure of any of our drug products or product candidates, if approved, to achieve commercial success;

• issues in manufacturing our drug products or product candidates;

• issues in manufacturing our drug or device products or product candidates;

• the results of our current and any future clinical trials of our product candidates;

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Such litigation, if instituted, could result in substantial costs and diversion of management attention and resources, which could significantly harm our profitability and reputation.

Shares eligible for future sale may affect the market price of our common stock.

In the future, we may issue additional shares or warrants in connection with investments or for other purposes considered advisable by our Board of Directors.

Any substantial sale of our common stock may have an adverse effect on the market price of our common stock and may dilute the economic value and voting rights of existing stockholders.

In addition, as of December 31, 2021, there were 2,612,079 shares issuable upon the exercise of then-outstanding and exercisable stock options, 3,202,427 shares issuable upon the exercise of then-outstanding stock options that were not yet exercisable, and 26,426,863 shares issuable upon the exercise of then-outstanding and exercisable warrants.

The market price of the common stock may be depressed by the potential exercise of these options.

The holders of these options are likely to exercise them when we would otherwise be able to obtain additional capital on more favorable terms than those provided by the options.

Our ability to use our net operating loss carryforwards to offset potential taxable income and related income taxes that would otherwise be due may be limited.

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Our certificate of incorporation provides that the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another state court or a federal court located within the State of Delaware) is the exclusive forum for any claims that are based upon a violation of a duty by a current or former director, officer, employee or stockholder in such capacity, or as to which the Delaware General Corporation Law confers jurisdiction upon the Court of Chancery.

This provision would not apply to claims brought to enforce a duty or liability created by the Exchange Act or any

other claim for which the federal courts have exclusive jurisdiction.

This provision would not apply to claims brought to enforce a duty or liability created by the Exchange Act or any have exclusive jurisdiction.

This choice of forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors