Item 5. Other Information
Item 5. Other Information.
Amended Bylaws
On November 9, 2022, the Board of Directors of Rockwell adopted Amended and Restated Bylaws of the Company (the “Amended Bylaws”), effective immediately. 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. The Amended Bylaws also effected certain other administrative, modernizing, clarifying, and conforming changes.
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.
Loan Agreement Amendment
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. 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; (ii) shall pay interest only payments until September 2023 at which time will resume scheduled debt payments.
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.
Baxter Termination
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. Rockwell will pay Baxter a nominal fee for the reacquisition of its distribution rights. This fee will be payable in two equal installments on January 1, 2023 and April 1, 2023. See Note 16 to the condensed consolidated financial statements included elsewhere in this Form 10-Q for more information on the agreement with Baxter.
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.
Separation of Chief Financial Officer
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. The termination of employment of Mr. Skibsted by the Company without cause entitles Mr. Skibsted to severance in accordance with the Employment Agreement, dated September 15, 2020, by
and between the Company and Mr. Skibsted (the “Employment Agreement”). 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. In connection with Mr. Skibsted’s termination, the Board of Directors appointed Mark Strobeck, the Company’s Chief Executive Officer, as interim principal financial officer.
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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 * Amended and Restated Bylaws.
10.1 +* Rockwell Medical, Inc. Short Term Incentive Plan .
10.2 +* Rockwell Medical, Inc. Form of Stock Option Agreement.
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.
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. 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.
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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: November 14, 2022 /s/ Mark Strobeck
Mark Strobeck, Ph.D.
Chief Executive Officer (Principal Executive Officer and Interim Financial Officer)
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