Item 5. Other Information
Item 5. Other Information.
On August 12, 2022, the Board of Directors (the “Board”) of the Company completed a process to reclassify the membership of the Board’s three director classes in order to achieve a more equal apportionment of membership among the three director classes in accordance with the Company’s Certificate of Incorporation, as amended. Accordingly, effective August 12, 2022, John G. Cooper, a member of the Board, resigned from his position as a Class II Director (with a term expiring at the Company’s 2023 Annual Meeting of Stockholders). The Board accepted Mr. Cooper’s resignation and immediately reappointed him as a Class I Director with a term expiring at the Company’s 2025 Annual Meeting of Stockholders. Mr. Cooper will be nominated for election as Class I Director with a term expiring at the Company’s 2025 Annual Meeting of Stockholders. The resignation and reappointment of Mr. Cooper was effected for the purpose of achieving a more equal apportionment of membership among the Board’s three classes of directors, and for all other purposes, Mr. Cooper’s service on the Board is deemed to have continued uninterrupted.
Mr. Cooper continues to be appointed to the Compensation Committee, Audit Committee and Science and Technology Committee of the Board and there were no changes to any of Mr. Cooper’s compensation arrangements with or any compensation due to Mr. Cooper as a result of his resignation as a Class II Director and appointment as a Class I Director.
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Item 6. Exhibits
The exhibits filed or furnished as part of this Quarterly Report on Form 10-Q are set forth on the Exhibit Index, which Exhibit Index is incorporated herein by reference.
EXHIBIT INDEX
Exhibit No. Description
3.1 Certificate of Amendment to Certificate of Incorporation of Rockwell Medical, Inc. related to the Reverse Stock Split, dated May 12, 2022 (Company’s Form 8-K filed May 13, 2022).
3.2 Certificate of Designation of Preferences, Rights and Limitations of Series X Convertible Preferred Stock (Company’s Form 8-K filed April 8, 2022).
4.1 Form of Pre-Funded Warrant (Exhibit 4.1 to the Company’s Form 8-K filed on June 2, 2022).
4.2 Form of PIPE Warrant (Exhibit 4.2 to the Company’s Form 8-K filed on June 2, 2022).
4.3 Form of PIPE Pre-Funded Warrant (Exhibit 4.3 to the Company’s Form 8-K filed on June 2, 2022).
10.1* Securities Purchase Agreement, dated April 6, 2022, by and between the Company and DaVita, Inc. (Exhibit 10.1 to the Company’s Form 10-Q filed on May 16, 2022).
10.2 *#
Amendment One to Products Purchase Agreement, dated April 6, 2022, by and between the Company and DaVita, Inc. (Exhibit 10. 2 to the Company’s Form 10-Q filed on May 16, 2022).
10.3 Sales Agreement, dated April 8, 2022, between Rockwell Medical, Inc. and Cantor Fitzgerald & Co. (Exhibit 1.1 to the Company’s Form 8-K filed on April 8, 2022).
10.4 RD Securities Purchase Agreement, dated May 30, 2022, by and between the Company and the Purchaser signatory therein (Exhibit 10.1 to the Company’s Form 8-K filed on June 2, 2022).
10.5 PIPE Securities Purchase Agreement, dated May 30, 2022, by and between the Company and the Purchaser signatory therein (Exhibit 10.2 to the Company’s Form 8-K filed on June 2, 2022).
10.6 Registration Rights Agreement, dated June 2, 2022, by and between the Company and the Holder signatory thereto (Exhibit 10.3 to the Company’s Form 8-K filed on June 2, 2022).
10.7*+ Employment Agreement, dated June 21, 2022, between Rockwell Medical, Inc. and Mark Strobeck.
10.8*+ Rockwell Medical, Inc. Amended and Restated 2018 Long Term Incentive Plan.
31.1* Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
31.2* Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
32.1** Certification pursuant to 18 U.S.C. Section 1350 and Rule 13a-14(b) of the Securities Exchange Act of 1934
101.INS* XBRL Instance Document
101.SCH* XBRL Taxonomy Extension Schema
101.CAL* XBRL Taxonomy Extension Calculation Linkbase
101.DEF* XBRL Taxonomy Extension Definition Database
101.LAB* XBRL Taxonomy Extension Label Linkbase
101.PRE* XBRL Taxonomy Extension Presentation Linkbase
104* The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, formatted in Inline XBRL (included as Exhibit 101)
* Filed herewith
** Furnished herewith and not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act
+ Indicates management contract or compensatory plan.
# Certain confidential portions of this exhibit were omitted by means of marking such portions with asterisks because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
ROCKWELL MEDICAL, INC.
(Registrant)
Date: August 15, 2022 /s/ Mark Strobeck
Mark Strobeck, Ph.D.
Chief Executive Officer (Principal Executive Officer)
Date: August 15, 2022 /s/ Russell Skibsted
Russell Skibsted
Chief Financial Officer (Principal Financial Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.