Other Information.
−Removed: 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.
−Removed: Accordingly, effective August 12, 2022, John G.
−Removed: 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).
−Removed: The Board accepted Mr.
−Removed: 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.
−Removed: Cooper will be nominated for election as Class I Director with a term expiring at the Company’s 2025 Annual Meeting of Stockholders.
−Removed: The resignation and reappointment of Mr.
−Removed: 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.
−Removed: Cooper’s service on the Board is deemed to have continued uninterrupted.
−Removed: 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.
−Removed: Cooper’s compensation arrangements with or any compensation due to Mr.
−Removed: Cooper as a result of his resignation as a Class II Director and appointment as a Class I Director.
+Added: Amended Bylaws
+Added: On November 9, 2022, the Board of Directors of Rockwell adopted Amended and Restated Bylaws of the Company (the “Amended Bylaws”), effective immediately.
+Added: The amendments effected through the Amended Bylaws address, among other things, (i) requirements and procedures for annual and special meetings of stockholders, (ii) advance notice requirements for stockholder submission of proposals and director nominations, and (iii) requirements regarding the information stockholders must submit and representations stockholders must make in connection with stockholder proposals and director nominations.
+Added: The Amended Bylaws also effected certain other administrative, modernizing, clarifying, and conforming changes.
+Added: The foregoing general description of the Amended Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Bylaws set forth in Exhibit 3.1 to this Quarterly Report on Form 10-Q and incorporated herein by reference.
+Added: Loan Agreement Amendment
+Added: On November 10 , 2022, the Company entered into the Second Amendment to Loan and Security Agreement (the “Second Amendment”) dated as of November 14, 2022 with Innovatus, which further amended the Loan Agreement.
+Added: Pursuant to the Second Amendment, the Company (i) shall prepay an aggregate principal amount of $5.0 million in Term Loans (as defined in the Loan Agreement) in one installment on November 14, 2022;
+Added: (ii) shall pay interest only payments until September 2023 at which time will resume scheduled debt payments.
+Added: The foregoing general description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amendment set forth in Exhibit 10.3 to this Quarterly Report on Form 10-Q and incorporated herein by reference.
+Added: Baxter Termination
+Added: On November 9, 2022, Rockwell entered into a Distribution Termination and Acquisition Agreement with Baxter (the “Baxter Termination Agreement”) to reacquire full distribution rights to its hemodialysis concentrates products and has agreed to concurrently terminate the exclusive distribution agreement dated October 2, 2014.
+Added: Rockwell will pay Baxter a nominal fee for the reacquisition of its distribution rights.
+Added: This fee will be payable in two equal installments on January 1, 2023 and April 1, 2023.
+Added: See Note 16 to the condensed consolidated financial statements included elsewhere in this Form 10-Q for more information on the agreement with Baxter.
+Added: The foregoing general description of the Baxter Termination Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Baxter Termination Agreement.
+Added: Separation of Chief Financial Officer
+Added: On November 10, 2022, the Board of Directors of Rockwell terminated the employment of Russell Skibsted as Chief Financial Officer of the Company, effective immediately.
+Added: The termination of employment of Mr.
+Added: Skibsted by the Company without cause entitles Mr.
+Added: Skibsted to severance in accordance with the Employment Agreement, dated September 15, 2020, by
+Added: and between the Company and Mr.
+Added: Skibsted (the “Employment Agreement”).
+Added: The severance benefits under the Employment Agreement are subject to the execution and non-revocation of a release of claims in favor of the Company.
+Added: In connection with Mr.
+Added: Skibsted’s termination, the Board of Directors appointed Mark Strobeck, the Company’s Chief Executive Officer, as interim principal financial officer.
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
−Removed: 3.1 Certificate of Amendment to Certificate of Incorporation of Rockwell Medical, Inc.
−Removed: related to the Reverse Stock Split, dated May 12, 2022 (Company’s Form 8-K filed May 13, 2022).
−Removed: 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).
−Removed: 4.1 Form of Pre-Funded Warrant (Exhibit 4.1 to the Company’s Form 8-K filed on June 2, 2022).
−Removed: 4.2 Form of PIPE Warrant (Exhibit 4.2 to the Company’s Form 8-K filed on June 2, 2022).
−Removed: 4.3 Form of PIPE Pre-Funded Warrant (Exhibit 4.3 to the Company’s Form 8-K filed on June 2, 2022).
−Removed: 10.1* Securities Purchase Agreement, dated April 6, 2022, by and between the Company and DaVita, Inc.
−Removed: (Exhibit 10.1 to the Company’s Form 10-Q filed on May 16, 2022).
−Removed: Amendment One to Products Purchase Agreement, dated April 6, 2022, by and between the Company and DaVita, Inc.
−Removed: 2 to the Company’s Form 10-Q filed on May 16, 2022).
−Removed: 10.3 Sales Agreement, dated April 8, 2022, between Rockwell Medical, Inc.
−Removed: and Cantor Fitzgerald & Co.
−Removed: (Exhibit 1.1 to the Company’s Form 8-K filed on April 8, 2022).
−Removed: 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).
−Removed: 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).
−Removed: 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).
−Removed: 10.7*+ Employment Agreement, dated June 21, 2022, between Rockwell Medical, Inc.
−Removed: and Mark Strobeck.
+Added: 3.1 * Amended and Restated Bylaws.
10.1 +* Rockwell Medical, Inc.
−Removed: Amended and Restated 2018 Long Term Incentive Plan.
−Removed: 31.1* Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
−Removed: 31.2* Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
+Added: Short Term Incentive Plan .
+Added: 10.2 +* Rockwell Medical, Inc.
+Added: Form of Stock Option Agreement.
+Added: 10.3 * Second Amendment to Loan and Security Agreement dated November 10, 2022 by and among the Company, Innovatus Life Sciences Lending Fund I, LP and the lenders party thereto.
+Added: 31.1* Certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934
32.1** Certification pursuant to 18 U.S.C.
10 unchanged sentences
+ Indicates management contract or compensatory plan.
−Removed: # 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.
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.
−Removed: August 15, 2022 /s/ Mark Strobeck
+Added: November 14, 2022 /s/ Mark Strobeck
Mark Strobeck, Ph.D.
−Removed: Chief Executive Officer (Principal Executive Officer)
−Removed: August 15, 2022 /s/ Russell Skibsted
−Removed: Russell Skibsted
−Removed: Chief Financial Officer (Principal Financial Officer)
+Added: Chief Executive Officer (Principal Executive Officer and Interim Financial Officer)
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.