5 unchanged sentences
Management necessarily was required to apply its judgment in evaluating the cost‑benefit relationship of possible controls and procedures.
−Removed: Under the supervision of and with the participation of our management, including the Company’s Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2024.
+Added: Under the supervision of and with the participation of our management, including the Company’s Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures (as such term is
+Added: defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2025.
Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2025.
−Removed: Additionally, the Company’s management, including the Chief Executive Officer and Chief Financial Officer, has concluded that the consolidated financial statements included in this Annual Report are fairly stated, in all material respects, in accordance with generally accepting accounting principles in the United States for each of the periods presented herein.
+Added: Additionally, the Company’s management, including the Chief Executive Officer and Chief Financial Officer, has concluded that the consolidated financial statements included in this Annual Report are fairly stated, in all material respects, in accordance with generally accepted accounting principles in the United States for each of the periods presented herein.
Management’s Report on Internal Control over Financial Reporting
12 unchanged sentences
Other Information .
−Removed: (a) Appointment of Principal Accounting Officer
−Removed: Effective March 19, 2025, the Company’s Controller, Nicholas Fanslau, age 40, has, in addition to his current responsibilities, assumed the role of principal accounting officer.
−Removed: Fanslau will not receive any additional compensation related to this appointment.
−Removed: Prior to joining the Company in April 2024, Mr.
−Removed: Fanslau served in various roles of increasing responsibility at Chubb for nearly fifteen years, including as Vice President of Global Consolidations from June 2017 to May 2021 and Vice President of SEC Reporting from June 2021 to March 2024.
−Removed: Fanslau has a B.A.
−Removed: in Accounting from the University of Notre Dame.
−Removed: Fanslau has no familial relationships with any executive officer or director of the Company.
−Removed: There have been no transactions in which the Company has participated and in which Mr.
−Removed: Fanslau had a direct or indirect material interest that would be required to be disclosed under Item 404(a) of Regulation S-K.
−Removed: (b) Trading Arrangements
−Removed: Director and executive officer trading arrangements
−Removed: The following table provides information concerning Rule 10b5-1 trading arrangements adopted during the three months ended December 31, 2024, by any director or any executive officer who is subject to the filing requirements of Section 16 of the Securities Exchange Act of 1934.
−Removed: These trading arrangements are intended to satisfy the affirmative defense of Rule 10b5-1(c).
−Removed: No non-Rule 10b5-1 trading arrangements were adopted by any director or executive officer during the fourth quarter of 2024.
−Removed: In addition, no Rule 10b5-1 or non-Rule 10b5-1 trading arrangements were terminated by any director or executive officer in the fourth quarter of 2024.
−Removed: Name Title Adoption Date Duration (a)
−Removed: Number of shares to be sold
−Removed: Jesse Neri SVP and CFO 12/13/2024 April 1, 2025 - January 5, 2026 3,544.00
−Removed: a Subject to compliance with Rule 10b5-1, duration could cease earlier than the final date shown above to the extent that the aggregate number of shares to be sold under the trading arrangement have been sold.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
1 unchanged sentence
Directors, Executive Officers and Corporate Governance.
−Removed: The information required by this Item 10 is incorporated herein by reference to information in our proxy statement for our 2025 Annual Meeting of Stockholders (the “2025 Proxy Statement”), which we expect to be filed with the SEC within 120 days of the end of our fiscal year ended December 31, 2024, including under headings “Election of Directors,” “Directors Continuing in Office,” “Executive Officers,” “Corporate Governance” and, as applicable, "Delinquent Section 16(a) Reports."
+Added: Except as set forth below, the information required by this Item 10 is incorporated herein by reference to information in our proxy statement for our 2026 Annual Meeting of Stockholders (the “2026 Proxy Statement”), which we expect to be filed with the SEC within 120 days of the end of our fiscal year ended December 31, 2025, including under headings “Election of Directors,” “Directors Continuing in Office,” “Executive Officers,” “Corporate Governance” and, as applicable, "Delinquent Section 16(a) Reports."
Code of Business Conduct and Ethics
3 unchanged sentences
Executive Compensation.
−Removed: The information required by this Item 11 is incorporated herein by reference to information in our 2025 Proxy Statement, including under headings “Compensation of Executive Officers” and “Director Compensation.”
+Added: Except as set forth below, the information required by this Item 11 is incorporated herein by reference to information in our 2026 Proxy Statement, including under headings “Compensation of Executive Officers” and “Director Compensation.”
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
2 unchanged sentences
The following table summarizes our compensation plans, including individual compensation arrangements, under which our equity securities are authorized for issuance as of December 31, 2025:
−Removed: Plan Category Number of securities
−Removed: to be issued upon
−Removed: outstanding options and
−Removed: restricted stock units Weighted‑average
+Added: Plan Category Number of securities to be issued upon exercise of outstanding options and restricted stock units and awards Weighted‑average
exercise price of
−Removed: outstanding options Number of securities
−Removed: remaining available for
−Removed: future issuance under
−Removed: (excluding securities
−Removed: reflected in column (a))
+Added: outstanding options Number of securities remaining available for future issuance under (excluding securities reflected in column (a))
Equity compensation plans approved by security holders (1)
+Added: 4,537,911 $ 2.67 1,944,938
Equity compensation plans not approved by security holders (2)
+Added: 613,204 $ 2.52 —
Total 5,151,115 $ 2.64 1,944,938
−Removed: (1) Consists of 1,263,043 stock options with a weighted average exercise price of $4.70, 584,309 restricted stock units issued at $1.72 and 890 restricted stock awards issued at $62.70.
+Added: (1) Consists of 2,663,360 stock options with a weighted average exercise price of $2.67, 1,156,660 restricted stock units issued at $1.11, 717,000 restricted stock units - market condition issued at $0.86 and 891 restricted stock awards issued at $62.70.
(2) Consists of 613,204 stock options with a weighted average exercise price of $2.52.
33 unchanged sentences
10.7 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: 10.8+ Licensing Agreement, dated January 7, 2002, by and among the Company, Charak LLC and Dr.
−Removed: Ajay Gupta (Exhibit 10.18 to the Company’s Form 10‑KSB filed April 1, 2002).
−Removed: 10.9 Amending Agreement, dated January 16, 2006, by and among the Company, Charak LLC and Dr.
−Removed: Ajay Gupta (Exhibit 10.13 to the Company’s Form 10‑KSB filed March 21, 2006).
−Removed: 10.10 Master Services and IP Agreement, dated October 7, 2018, by and among the Company, Charak, LLC and Dr.
−Removed: Ajay Gupta (Exhibit 10.34 Company's Form 10-K filed on March 18, 2019).
−Removed: 10.11 Amendment to License Agreement, dated October 7, 2018, by and among the Company, Charak, LLC and Dr.
−Removed: Ajay Gupta (Exhibit 10.35 to the Company's Form 10-K filed on March 18, 2019).
−Removed: 10.12 Commercialization and Technology License Agreement IV Triferic, dated October 7, 2018, by and among the Company, Charak, LLC and Dr.
−Removed: Ajay Gupta (Exhibit 10.36 to the Company's Form 10-K filed on March 18, 2019).
−Removed: 10.13 Technology License Agreement TPN Triferic, dated October 7, 2018, by and among the Company, Charak, LLC and Dr.
−Removed: Ajay Gupta (Exhibit 10.37 to the Company's Form 10-K filed on March 18, 2019).
10.8 Asset Purchase Agreement dated July 10, 2023 by and between Rockwell Medical, Inc.
5 unchanged sentences
(Exhibit 10.1 to the Company's Form 10-Q filed on November 14, 2023).
−Removed: 10.17* Rockwell Medical, Inc.
−Removed: Amended and Restated 2007 Long Term Incentive Plan, as amended effective May 21, 2015 (Appendix to the Company’s Proxy Statement for the 2015 Annual Meeting of Shareholders filed on April 13, 2015).
−Removed: 10.18* Form of Nonqualified Stock Option Agreement (2007 Long Term Incentive Plan) (Director Version) (Exhibit 10.22 to the Company’s Form 8‑K filed December 20, 2007).
−Removed: 10.19* Form of Nonqualified Stock Option Agreement (2007 Long Term Incentive Plan) (Employee Version) ( Exhibit 10.23 to the Company’s Form 8-K filed December 20, 2007).
−Removed: 10.20* Form of Restricted Stock Award Agreement (2007 Long Term Incentive Plan) (Director Version) (Exhibit 10.62 to the Company’s Form 10-K filed February 29, 2016).
10.11* Form of Performance Share Award Agreement March 2017 (Director Version) (Exhibit 10.65 to the Company’s Form 10-Q filed May 9, 2017).
10.12* Rockwell Medical, Inc.
−Removed: Amended and Restated 2018 Long Term Incentive Plan (Exhibit 10.3 to the Company’s Form 10-Q filed on August 14, 2023).
+Added: Amended and Restated 2018 Long Term Incentive Plan (Exhibit 10.
+Added: 1 to the Company’s Form 10-Q filed on August 14, 202 5 ).
10.13* Form of Stock Option Agreement (2018 Long Term Incentive Plan) (Exhibit 10.2 to the Company’s Form 10-Q filed on November 14, 2022).
2 unchanged sentences
10.16* Form of Restricted Stock Unit Award Agreement Director Version (2018 Long Term Incentive Plan).
+Added: 10.17* Performance Stock Unit Award Agreement (Exhibit 10.2 to the Company's Form 10-Q filed on August 14, 2025).
10.18* Rockwell Medical, Inc.
8 unchanged sentences
10.23* Employment Agreement, dated as of October 16, 2023, between the Company and Jesse Neri (Exhibit 10.1 to Form 8-K filed on December 12, 2024).
−Removed: 10.33 Rockwell Medical, Inc.
−Removed: Amended and Restated Clawback Policy (Exhibit 10.31 to the Company's Form 10-K filed on March 21, 2024).
+Added: 10.24* Employment Agreement, dated as of August 31, 2022, as amended, between the Company and Heather Hunter (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on September 29, 2025).
+Added: 10.25*# Consulting Agreement dated as of February 1, 2026 between the Company and Joseph Dawson.
19.1 Rockwell Medical, Inc.
6 unchanged sentences
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002.
−Removed: 32.2# Certification Pursuant to 18 U.S.C.
−Removed: Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002.
+Added: 97.1 Rockwell Medical, Inc.
+Added: Amended and Restated Clawback Policy (Exhibit 10.31 to the Company's Form 10-K filed on March 21, 2024).
101.INS XBRL Instance Document
29 unchanged sentences
Cooper Director March 26, 2026
+Added: /s/ Joseph Dawson Director March 26, 2026
+Added: Joseph Dawson
/s/ Joan Lau Director March 26, 2026
3 unchanged sentences
Ravich Director March 26, 2026
−Removed: /s/ Andrea Heslin Smiley Director March 20, 2025
−Removed: Andrea Heslin Smiley
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
31 unchanged sentences
The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
−Removed: Evaluation of Liquidity and Going Concern given loss of Major Customer
−Removed: As disclosed in Notes 2 and 3 to the consolidated financial statements, the Company received notice that its largest customer, DaVita Inc., which accounted for approximately 45% of 2024 net sales, will transition to another supplier by mid-2025.
−Removed: Management has evaluated the impact of this expected loss of net sales on its ability to continue as a going concern.
−Removed: Management’s plan as disclosed in Note 2 includes available cash, cash equivalents and investments available-for-sale of approximately $21.6, as of December 31, 2024, along with increasing prices with some of its customers, acquisition of new customers, projected growth of margins and cost containment activities, to meet its operating requirements for at least the next twelve months from the date of this report all of which are significant assumptions in the Company’s evaluation of going concern.
−Removed: We identified the evaluation of the Company’s ability to continue as a going concern as a critical audit matter as there is especially challenging auditor judgment with respect to the assessment of available liquidity and ability to continue as a going concern for at least the next twelve months from the date of this report.
−Removed: Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.
−Removed: These procedures included assessing the design of the controls related to the liquidity and going concern assessment with respect to the impact on future available liquidity given the loss of sales to DaVita, Inc.
−Removed: We reviewed the revised 2025 forecast of purchases received from DaVita, Inc.
−Removed: and sensitized managements available liquidity forecast through the first quarter of 2026 assuming no DaVita, Inc.
−Removed: sales in 2025 and no price increases, new customers, growth of margins or cost containment activities from 2024, noting sufficient available liquidity for at least twelve months from the issuance of the date of this report.
+Added: Revenue – Chargeback Accrual
+Added: As disclosed in Note 3 to the financial statements, the Company records variable consideration estimated at the time of sale, for chargebacks in connection with new distributor relationships in 2025.
+Added: The amount accrued for chargebacks as of December 31, 2025 is approximately $1.0 million.
+Added: Management’s estimate of the chargeback accrual is based on estimated inventory levels held by the distributor in the channel that are expected to be sold
+Added: through to specific customers, impacted by the contractual end customer selling price for each product versus the distributor acquisition cost.
+Added: We identified the chargeback accrual as a critical audit matter due to the significant judgment and estimation required by management to determine the accrual.
+Added: As a result there is especially challenging auditor judgment required with respect to measurement uncertainty, in connection with the calculation of the chargeback accrual given certain assumptions used including sell through trends of the distributor and the lack of significant historical evidence available to predict future activity in 2026.
+Added: This in turn led to a high degree of auditor subjectivity and significant audit effort was required in performing our procedures and evaluating audit evidence relating to estimates made by management.
+Added: Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements.
+Added: These procedures included assessing the design and implementation of controls relating to the chargeback accrual.
+Added: We evaluated the estimated inventory levels in the distribution channel expected to be sold through to specific customers, considered the underlying contracts for the distributor acquisition cost, and inspected external information from the distributor including the contractual end customer selling price for each product as well as the sell through activity to date.
+Added: We performed an analysis of the Company’s accrual using our independent assumptions.
+Added: We further evaluated the chargeback accrual by analyzing actual monthly sale and chargeback trends and by comparing the recorded accrual to subsequent amounts ultimately charged back by the distributor.
/s/ EisnerAmper LLP
1 unchanged sentence
EISNERAMPER LLP
−Removed: West Palm Beach, Florida
+Added: Iselin, New Jersey
March 26, 2026
5 unchanged sentences
Investments Available-for-Sale 14,286 5,940
−Removed: Accounts Receivable, net of a reserve of nil for 2024 and $ 81 for 2023
+Added: Accounts Receivable, net 8,143 8,291
Inventory, net 3,424 5,778
4 unchanged sentences
Right of Use Assets - Operating, net 2,569 3,215
−Removed: Right of Use Assets - Financing, net 1,344 1,903
+Added: Right of Use Assets - Finance, net 651 1,344
Intangible Assets, net 9,656 10,207
14 unchanged sentences
Lease Liabilities - Finance - Long-Term 304 931
−Removed: Term Loan - Long-Term, Net of Issuance Costs 8,472 8,293
+Added: Term Loans - Long-Term, Net of Issuance Costs 8,826 8,472
Deferred License Revenue - Long-Term — 429
Deferred Consideration - Long-Term — 1,000
−Removed: Long Term Liability - Other — 14
Total Liabilities 20,164 26,622
1 unchanged sentence
Stockholders’ Equity:
−Removed: Preferred Stock, $ 0.0001 par value, 2,000,000 shares authorized, 15,000 shares issued and outstanding at December 31, 2024 and 2023
+Added: Preferred Stock, $ 0.0001 par value, 2,000,000 shares authorized, 15,000 shares issued and outstanding at both December 31, 2025 and 2024
Common Stock, $ 0.0001 par value, 170,000,000 shares authorized, 39,405,302 and 34,056,920 shares issued and outstanding at December 31, 2025 and 2024, respectively
1 unchanged sentence
Accumulated Deficit ( 402,992 ) ( 397,678 )
−Removed: Accumulated Other Comprehensive Income (Loss) 54 ( 1 )
+Added: Accumulated Other Comprehensive Income 131 54
Total Stockholders’ Equity 36,981 32,586
12 unchanged sentences
General and Administrative 14,032 14,108
−Removed: Operating Income (Loss) 608 ( 6,670 )
−Removed: Other Expense:
−Removed: Realized Gain on Investments 74 321
+Added: Operating (Loss) Income ( 4,691 ) 608
+Added: Other Income (Expense):
+Added: Realized Gain on Available-for-Sale Investments 267 74
Interest Expense ( 1,124 ) ( 1,254 )
12 unchanged sentences
Reclassification of Realized Gain on Available-for-Sale Investments Included in Net Loss ( 267 ) ( 25 )
−Removed: Unrealized Gain (Loss) on Available-for-Sale Investments 85 ( 159 )
+Added: Unrealized Gain on Available-for-Sale Investments 344 85
Foreign Currency Translation Adjustments — ( 5 )
13 unchanged sentences
Net Loss — — — — — ( 480 ) — ( 480 )
−Removed: Unrealized Loss on Available-for-Sale Investments — — — — — — ( 159 ) ( 159 )
+Added: Reclassification of Realized Gains on Available-for-Sale Debt Instrument Investments — — — — — — ( 25 ) ( 25 )
+Added: Unrealized Gain on Available-for-Sale Investments — — — — — — 85 85
Foreign Currency Translation Adjustments — — — — — — ( 5 ) ( 5 )
+Added: Fair Value of Warrant Related to Debt Financing — — — — 247 — — 247
+Added: Issuance of Common Stock, net of Offering Costs/At-the-Market Offering — — 4,718,923 — 10,172 — — 10,172
Vesting of Restricted Stock Units Issued, net of Taxes Withheld — — 201,348 — — — — —
−Removed: Issuance of Common Stock in connection with exercise of Prior Warrant and Pre-Funded Warrants, net of offering costs — — 16,200,990 2 13,718 — — 13,720
−Removed: Issuance of Common Stock, net of Issuance Costs / At-the-market offerings — — 640,944 — 1,136 — — 1,136
+Added: Issuance of Common Stock Upon Exercise of Options — — 6,042 — 9 — — 9
Stock-based Compensation — — — — 1,292 — — 1,292
1 unchanged sentence
Net Loss — — — — — ( 5,314 ) — ( 5,314 )
−Removed: Reclassification of Realized Gains on Available-for-Sale Debt Instrument Investments Included in Net Income — — — — — — ( 25 ) ( 25 )
+Added: Reclassification of Realized Gain on Available-for-Sale Investments — — — — — — ( 267 ) ( 267 )
Unrealized Gain on Available-for-Sale Investments — — — — — — 344 344
−Removed: Foreign Currency Translation Adjustments — — — — — — ( 5 ) ( 5 )
−Removed: Fair Value of Warrant Related to Debt Financing — — — — 247 — — 247
−Removed: Issuance of common stock, net of offering costs/At-The-Market — — 4,718,923 — 10,172 — — 10,172
+Added: Issuance of Common Stock, net of Offering Costs/At-the-Market Offering — — 4,964,636 1 7,799 — — 7,800
Vesting of Restricted Stock Units Issued, net of Taxes Withheld — — 373,433 — — — — —
10 unchanged sentences
Net Loss $ ( 5,314 ) $ ( 480 )
−Removed: Adjustments To Reconcile Net Loss To Net Cash Provided By (Used In) Operating Activities:
+Added: Adjustments To Reconcile Net Loss To Net Cash (Used In) Provided By Operating Activities:
Depreciation and Amortization 2,192 2,180
Stock-based Compensation 1,816 1,292
−Removed: Increase in Inventory Reserves 425 1,098
+Added: Write-off of Inventory 178 —
+Added: Change in Inventory Reserves ( 425 ) 425
Non-cash Lease Expense from Right of Use Assets 2,141 1,960
2 unchanged sentences
Realized Gain on Sale of Investments ( 267 ) ( 74 )
+Added: Gain on Early Termination of Lease Liability ( 24 ) —
+Added: Provision for Credit Losses 246 —
Changes in Assets and Liabilities:
−Removed: Accounts Receivable, net 2,610 ( 4,642 )
+Added: Accounts Receivable ( 98 ) 2,610
Inventory 2,779 ( 332 )
5 unchanged sentences
Changes in Operating Assets and Liabilities ( 1,613 ) ( 1,527 )
−Removed: Cash Provided By (Used In) Operating Activities 4,202 ( 9,412 )
+Added: Net Cash (Used In) Provided by Operating Activities ( 659 ) 4,202
Cash Flows From Investing Activities:
−Removed: Purchase of Investments Available-for-Sale ( 5,858 ) ( 5,701 )
−Removed: Sale of Investments Available-for-Sale 2,003 15,301
−Removed: Purchase of Equipment ( 1,011 ) ( 284 )
−Removed: Cash Paid in Connection with Evoqua Asset Acquisition — ( 12,361 )
−Removed: Cash Used In Investing Activities ( 4,866 ) ( 3,045 )
+Added: Purchases of Investments Available-for-Sale ( 24,202 ) ( 5,858 )
+Added: Proceeds from Sales of Investments Available-for-Sale 16,200 2,003
+Added: Purchases of Equipment ( 542 ) ( 1,011 )
+Added: Net Cash Used In Investing Activities ( 8,544 ) ( 4,866 )
Cash Flows From Financing Activities:
−Removed: Payments on Debt — ( 2,000 )
Payments on Insurance Financing Note Payable ( 664 ) ( 646 )
1 unchanged sentence
Proceeds from Issuance of Common Stock 7,816 10,181
−Removed: Offering Costs from Issuance of Common Stock — ( 5 )
Deferred Consideration Paid in Connection with Evoqua Asset Acquisition
−Removed: Cash Provided By Financing Activities 7,348 11,342
+Added: ( 2,371 ) ( 1,629 )
+Added: Net Cash Provided By Financing Activities 4,252 7,348
Effect of Exchange Rate Changes on Cash and Cash Equivalents — ( 5 )
−Removed: Increase (Decrease) In Cash and Cash Equivalents 6,679 ( 1,119 )
+Added: Net (Decrease) Increase in Cash and Cash Equivalents ( 4,951 ) 6,679
Cash and Cash Equivalents at Beginning of Year 15,662 8,983
5 unchanged sentences
Right of Use Assets - Operating Obtained in Exchange for Lease Liabilities - Operating $ 1,006 $ 2,012
−Removed: Change in Unrealized Gain (Loss) on Investments Available-for-Sale $ 60 $ ( 159 )
−Removed: Deferred Consideration from Evoqua Asset Acquisition $ — $ 5,000
+Added: De-recognition of Lease Liability - Finance and Right of Use Asset - Finance Upon Early Termination $ 228 $ —
+Added: Change in Unrealized Gain on Investments Available-for-Sale $ 77 $ 60
Increase in Prepaid Assets from Insurance Financing Note Payable $ 660 $ 670
10 unchanged sentences
Food and Drug Administration ("FDA").
−Removed: Rockwell manufactures hemodialysis concentrates at its facilities in Michigan, South Carolina and Texas and manufactures its dry acid concentrate mixers at its facility in Iowa.
−Removed: Rockwell delivers the majority of its hemodialysis concentrates products and mixers to dialysis clinics throughout the United States and internationally utilizing its own delivery trucks and third-party carriers.
−Removed: On July 10, 2023, the Company executed and consummated the transactions contemplated by an Asset Purchase Agreement (the "Purchase Agreement") with Evoqua Water Technologies LLC ("Evoqua") (the "Evoqua Asset Acquisition").
−Removed: Subject to the terms and conditions of the Purchase Agreement, at the closing of the transaction (the "Closing"), the Company purchased customer relationships, equipment and inventory from Evoqua, which were related to its manufacturing and selling of hemodialysis concentrates products, all of which are manufactured under a contract manufacturing agreement with a third-party organization.
−Removed: See Note 4 for further detail.
−Removed: In addition to its primary focus on hemodialysis concentrates, Rockwell also has a proprietary parenteral iron product, Triferic ® (ferric pyrophosphate citrate ("FPC")), which is indicated to maintain hemoglobin in adult patients with hemodialysis-dependent chronic kidney disease.
−Removed: While Rockwell has discontinued commercialization of Triferic in the United States, the Company had established international partnerships with companies and sought to develop and commercialize Triferic outside the United States and was working closely with these international partners to develop and commercialize Triferic in their respective regions.
−Removed: During the year ended December 31, 2023, the Triferic development effort was terminated resulting in an acceleration of the corresponding deferred license revenue (see Note 10) and a reserve on the non-current inventory (see Note 7).
−Removed: Additionally, Rockwell continues to evaluate the viability of its FPC platform and FPC's potential to treat iron deficiency, iron deficiency anemia, and acute heart failure.
+Added: Rockwell manufactures hemodialysis concentrates at its facilities in Michigan and Texas, and manufactures its dry acid concentrate mixers at its facility in Iowa.
+Added: The Company previously operated a manufacturing and warehouse facility in South Carolina, but the Company concluded manufacturing at that facility in the third quarter of 2025 as part of its ongoing efforts to streamline operations and improve efficiency.
+Added: Rockwell delivers its hemodialysis concentrates products and mixers to dialysis clinics throughout the United States and internationally utilizing its own delivery trucks and third-party carriers.
Rockwell was incorporated in the state of Michigan in 1996 and re-domiciled to the state of Delaware in 2019.
Rockwell's headquarters is located at 30142 Wixom Road, Wixom, Michigan 48393.
−Removed: Liquidity and Going Concern Considerations
Since inception, Rockwell has incurred significant net losses and has funded its operations primarily through revenue from commercial products, proceeds from the issuance of debt and equity securities and payments from partnerships.
1 unchanged sentence
As of December 31, 2025, Rockwell had approximately $ 25.0 million of cash, cash equivalents and investments available-for sale, and working capital of $ 28.6 million.
−Removed: Net cash provided by operating activities for the year ended December 31, 2024 was $ 4.2 million.
−Removed: Management evaluated its going concern by reviewing the Company's operational plans which include executing on the projected financial information including expected purchases by DaVita (see Note 3 and Note 6), price increases, acquisition of new customers, projected growth of margins and cost containment activities.
+Added: Net cash used in operating activities for the year ended December 31, 2025 was $ 0.7 million.
+Added: Management evaluated its going concern by reviewing the Company's operational plans which include executing on projected financial performance, price increases, acquisition of new customers, projected growth of margins and cost containment activities.
Based on the currently available working capital and expectation of the ability of management to execute on the Company's operational plans noted 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.
−Removed: Additionally, the Company's plans may include raising capital, if needed, by using the $ 21.1 million remaining on its ATM facility or other methods or forms of financings, subject to existing limitations.
+Added: Additionally, the Company's plans may include raising capital, if needed, by using the $ 13.1 million remaining on its at-the-market ("ATM") facility or other methods or forms of financings, subject to existing limitations.
If the Company attempts to obtain additional debt or equity financing, the Company cannot assume such financing will be available on favorable terms, if at all.
4 unchanged sentences
The global macroeconomic environment is uncertain, and could be negatively affected by, among other things, changes in U.S.
−Removed: trade policies, including tariffs and other trade restrictions or the threat of such actions, instability in the global capital and credit markets, recent bank failures in the United States, supply chain weaknesses, and instability in the geopolitical environment, including as a result of the Russian invasion of Ukraine, the Middle East conflict and other political tensions, and the occurrence of natural disasters and public health crises.
−Removed: Such challenges have caused, and may continue to cause, recession fears, rising interest rates, foreign exchange volatility and inflationary pressures.
+Added: trade policies, including tariffs and other trade restrictions or the threat of such actions, instability in the global capital and credit markets, supply chain weaknesses, and instability in the geopolitical environment, including as a result of the Russian invasion of Ukraine, the Middle East conflict and other political tensions, and the occurrence of natural disasters and public health crises.
+Added: Such challenges have caused, and may continue to cause, recession fears, rising interest rates, foreign exchange volatility
+Added: and inflationary pressures.
At this time, the Company is unable to quantify the potential effects, if any, of this economic and political instability on its future operations.
2 unchanged sentences
Due to the rapidly evolving nature of the global situation, it is not possible to predict the extent to which these conditions could adversely affect the Company's liquidity and capital resources in the future.
−Removed: Summary of Significant Accounting Policies
+Added: Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements
Basis of Presentation
6 unchanged sentences
The preparation of the consolidated financial statements in conformity with U.S.
−Removed: GAAP requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of expenses during the reporting period.
+Added: GAAP requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
−Removed: The most significant accounting estimates inherent in the preparation of the financial statements include estimates associated with revenue recognition, impairments of long‑lived assets, and deferred consideration.
+Added: Restructuring and Other Charges
+Added: During the year ended December 31, 2025, the Company concluded manufacturing at its facility in Greer, South Carolina as part of its ongoing efforts to streamline operations and improve efficiency.
+Added: As a result, the Company incurred severance expense and other closure-related costs during the year ended December 31, 2025 of $ 1.0 million which were included in cost of sales on the accompanying consolidated statements of operations.
+Added: No impairment losses were recorded, as the plant's assets were either fully depreciated or transferred to other operating locations.
+Added: The closure is not expected to have a significant impact on the Company's future operations, and the restructuring costs associated with these activities were substantially completed by December 31, 2025.
Revenue Recognition
8 unchanged sentences
Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by Rockwell from a customer, are excluded from revenue.
+Added: Certain distributors deduct distribution service fees from amounts due to the Company.
+Added: These fees, along with chargebacks arising from contracted pricing arrangements with certain end customers, are recorded as reductions of revenue.
+Added: Chargebacks represent the difference between the distributor’s acquisition cost and the lower contracted price offered to the end customer, and are estimated and recorded as a reduction of revenue at the time of the initial sale to the distributor.
+Added: estimates represent variable consideration and are determined based on contractual pricing arrangements, historical chargeback activity and expected sales to eligible end customers.
Shipping and handling costs associated with outbound freight related to contracts with customers are accounted for as a fulfillment cost and are included in cost of sales when control of the goods transfers to the customer.
16 unchanged sentences
Deferred License Revenue
−Removed: The Company received upfront fees under five distribution and license agreements that have been deferred as a contract liability and presented on the accompanying consolidated balance sheets as deferred license revenue.
−Removed: The amounts received from Wanbang Biopharmaceuticals Co., Ltd.
−Removed: (“Wanbang”), Sun Pharmaceutical Industries Ltd.
−Removed: ("Sun Pharma"), Jeil Pharmaceutical Co., Ltd.
−Removed: ("Jeil Pharma") and Drogsan Pharmaceuticals ("Drogsan Pharma") are recognized as revenue over the estimated term of the applicable distribution and license agreement as regulatory approval was not received and the Company did not have sufficient experience in China, India, South Korea and Turkey, respectively, to determine that regulatory approval was probable as of the execution of the agreement.
−Removed: The amounts received from Baxter Healthcare Corporation (“Baxter”) were deferred and recognized as revenue at the point in time the estimated product sales under the agreement occurred.
−Removed: During the year ended December 31, 2023, all remaining deferred revenue relating to the distribution and license agreements with Wanbang and Baxters was recognized as revenue.
−Removed: For additional information related to the Company's deferred license revenue, see Note 10.
+Added: The Company received upfront fees under three distribution and license agreements, which were recognized as revenue over the estimated term of the applicable distribution and license agreement as regulatory approval was not received and the Company did not have sufficient experience in China, India, South Korea and Turkey to determine that regulatory approval was probable as of the execution of the agreement.
+Added: During the year ended December 31, 2025, all remaining deferred revenue relating to the distribution and license agreements was recognized, resulting in $ 0.3 million of revenue recorded.
+Added: All license agreements have been terminated.
Product Purchase Agreement
−Removed: On September 18, 2023, Rockwell and DaVita entered into the Amended Agreement, which amends and restates the Product Purchase Agreement, dated July 1, 2019, as amended, under which the Company supplies DaVita with certain dialysis concentrates.
+Added: On September 18, 2023, Rockwell and DaVita, Inc.
+Added: ("DaVita") entered into an Amended and Restated Products Purchase Agreement (the "Amended Agreement"), under which the Company supplies DaVita with certain dialysis concentrates.
Under the Amended Agreement, the Company and DaVita agreed to an increase in product pricing, effective September 1, 2023 and a one-time payment of $ 0.4 million to Rockwell on or after December 1, 2023.
−Removed: The term of the Amended Agreement expired on December 31, 2024.
−Removed: Prior to the expiration, the Company received written notice from DaVita, notifying the Company that DaVita intended to extend the term of the Amended Agreement through December 31, 2025 (the "Extension Term").
−Removed: Product pricing was increased for the Extension Term.
−Removed: However, DaVita subsequently indicated that it will completely transition to another supplier by mid-2025, subject to further discussions between Rockwell and DaVita, which are ongoing and include a potential contract extension and/or future volume commitments by DaVita to Rockwell.
−Removed: There can be no assurances that these discussions will yield a successful outcome for Rockwell.
+Added: Prior to the expiration of the Amended Agreement on December 31, 2024, the Company received written notice, notifying the Company that DaVita intended to extend the term of the Amended Agreement through December 31, 2025 with an increase in product pricing.
+Added: DaVita subsequently indicated that it planned to transition to another supplier by mid-2025, subject to further discussions between Rockwell and DaVita.
+Added: DaVita agreed to quarterly, non-refundable payments totaling $ 2.0 million during the year ended December 31, 2025 to ensure supply continuity during the transition period for products purchased.
+Added: These quarterly, non-refundable payments totaled $ 2.0 million and were recorded as revenue during the year ended December 31, 2025.
+Added: On December 23, 2025, DaVita and the Company extended
+Added: the term of the Amended Agreement through December 31, 2026 (the "Extension Term") with an increase in product pricing during the Extension Term.
Disaggregation of revenue
3 unchanged sentences
Rest of World
−Removed: Drug Revenues
License Fee – Over Time $ 325 $ — $ 325
−Removed: Total Drug Products 46 — 46
−Removed: Concentrate Products
−Removed: Product Sales – Point-in-time 101,443 92,258 9,185
−Removed: Total Concentrate Products 101,443 92,258 9,185
+Added: Concentrate Product Sales - Point-in-Time 68,933 60,358 8,575
Net Revenue $ 69,258 $ 60,358 $ 8,900
2 unchanged sentences
Rest of World
−Removed: Drug Revenues
License Fee – Over Time $ 46 $ — $ 46
−Removed: Total Drug Products 2,338 — 2,338
−Removed: Concentrate Products
−Removed: Product Sales – Point-in-time 79,802 72,871 6,931
−Removed: License Fee – Over time 1,472 1,472 —
−Removed: Total Concentrate Products 81,274 74,343 6,931
+Added: Concentrate Product Sales - Point-in-Time 101,443 92,258 9,185
Net Revenue $ 101,489 $ 92,258 $ 9,231
6 unchanged sentences
The Company does not generally accept returns of its concentrate products and no material reserve for returns of concentrates products was established as of December 31, 2025 or 2024.
−Removed: The contract liabilities primarily relate to upfront fees under distribution and license agreements with Wanbang, Sun Pharma, Jeil Pharma, and Drogsan Pharma.
Transaction price allocated to remaining performance obligations
−Removed: For each of the years ended December 31, 2024 and 2023, the Company recognized $ 46,000 and $ 3.8 million as revenue from amounts classified as contract liabilities (i.e., deferred license revenue) as of December 31, 2023 and 2022, respectively.
−Removed: Revenue expected to be recognized in any future year related to remaining performance obligations, excluding revenue pertaining to contracts that have an original expected duration of one year or less, contracts where revenue is recognized as invoiced and contracts with variable consideration related to undelivered performance obligations, totaled $ 0.0 million and $ 0.5 million as of December 31, 2024 and 2023, respectively.
−Removed: The amount relates primarily to upfront payments and consideration received from customers that are received in advance of the customer assuming control of the related products.
−Removed: applies the practical expedient in ASC 606, paragraph 606-10-50-14 and does not disclose information about remaining performance obligations that have original expected durations of one year or less.
+Added: Revenue expected to be recognized in any future year related to remaining performance obligations, excluding revenue pertaining to contracts that have an original expected duration of one year or less, contracts where revenue is recognized as invoiced and contracts with variable consideration related to undelivered performance obligations, totaled nil as of both December 31, 2025 and 2024.
+Added: The Company applies the practical expedient in ASC 606, paragraph 606-10-50-14 and does not disclose information about remaining performance obligations that have original expected durations of one year or less.
Cash and Cash Equivalents
6 unchanged sentences
The Company applies the guidance issued with ASC 820, Fair Value Measurements , which provides guidance on the development and disclosure of fair value measurements.
−Removed: Under this accounting guidance, fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
+Added: Under this accounting guidance, fair value is defined as an exit price,
+Added: representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability.
8 unchanged sentences
The Company may be exposed to credit losses through its available-for-sale debt securities.
−Removed: Unrealized losses or impairments resulting from the amortized cost basis of any available-for-sale debt security exceeding its fair value are evaluated for identification of credit and non-credit related factors.
+Added: Unrealized losses resulting from the amortized cost basis of any available-for-sale debt security exceeding its fair value are evaluated for identification of credit and non-credit related factors.
Any difference between the fair value of the debt security and the amortized cost basis not attributable to credit related factors are reported in other comprehensive income.
4 unchanged sentences
Accounts receivable are stated at invoice amounts.
−Removed: The carrying amount of trade accounts receivable is reduced by an allowance for credit losses that reflects our best estimate of accounts that may not be collected.
+Added: The carrying amount of trade accounts receivable is reduced by an allowance for credit losses that reflects our best estimate of accounts that may not be collected, and is presented net of estimated chargebacks.
The Company reviews outstanding trade accounts receivable balances and based on its assessment of expected collections, the Company estimates the portion, if any, of the balance that may not be collected based on future forecasts, historical loss information, and current economic conditions.
1 unchanged sentence
Inventory is stated at the lower of cost or net realizable value.
−Removed: Cost is determined on the first‑in first‑out (FIFO) method.
+Added: Cost is determined on the first‑in first‑out method.
Inventory that is not expected to be converted to cash over the next year is classified as non-current.
−Removed: The Company's policy is to reserve for its drug product inventory that it determines is unlikely to be sold to, or if sold, unlikely to be utilized by its customers on or before its expiration date.
+Added: The Company's policy is to reserve for its product inventory that it determines is unlikely to be sold to, or if sold, unlikely to be utilized by its customers on or before its expiration date.
Property and Equipment
9 unchanged sentences
Goodwill and indefinite-lived intangible assets are reviewed for possible impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit or the indefinite-lived intangible assets below their carrying values.
−Removed: Rockwell completed its annual impairment tests as of December 31, 2024 and 2023, and determined that no adjustment for impairment of goodwill or intangible assets was required during the years ended December 31, 2024 and 2023.
+Added: Rockwell completed its annual impairment tests as of December 31, 2025 and 2024, and determined that no adjustment for impairment of goodwill or indefinite lived assets was required during the years ended December 31, 2025 and 2024.
Goodwill and Intangible Assets
2 unchanged sentences
Goodwill was $ 0.9 million at both December 31, 2025 and 2024.
−Removed: Definite-lived intangible assets consist of our customer list associated with the Evoqua Asset Acquisition and license fees related to the technology, intellectual property and marketing rights for Triferic covered under certain issued patents.
+Added: Definite-lived intangible assets consist of our customer list associated with the Evoqua Asset Acquisition.
Definite-lived intangible assets have been capitalized and are being amortized over their useful life.
3 unchanged sentences
A valuation allowance is established for deferred tax assets if the Company determine it to be more likely than not that the deferred tax asset will not be realized.
−Removed: The effects of tax positions are generally recognized in the financial statements consistent with amounts reflected in returns filed, or expected to be filed, with taxing authorities.
−Removed: For tax positions that the Company considers to be uncertain, current and deferred tax liabilities are recognized, or assets derecognized, when it is probable that an income tax liability has been incurred and the amount of the liability is reasonably estimable, or when it is probable that a tax benefit, such as a tax credit or loss carryforward, will be disallowed by a taxing authority.
−Removed: The amount of unrecognized tax benefits related to current tax positions is insignificant.
−Removed: The Company recognizes interest and penalties accrued related to unrecognized tax benefits as income tax expense.
+Added: The Company accounts for uncertain tax positions in accordance with ASC 740, Income Taxes.
+Added: The Company evaluates its tax positions for all open tax years and recognizes tax benefits when it is more likely than not (i.e., a likelihood of greater than 50 percent), based on the technical merits, that the position will be sustained upon examination by the applicable taxing authority.
+Added: Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is greater than 50 percent likely of being realized upon ultimate settlement.
+Added: Tax positions that do not meet the recognition threshold are not recognized in the financial statements.
+Added: The Company recognizes interest and penalties related to uncertain tax positions in income tax expense.
+Added: Accrued interest and penalties are included in the related tax liability on the balance sheet.
Research and Product Development
The Company recognizes research and product development expenses as incurred.
−Removed: The Company incurred product development and research costs related to the commercial development, patent approval and regulatory approval of new products aggregating approximately $ 19,000 and $ 1.1 million for the years ended December 31, 2024 and 2023, respectively.
+Added: The Company did not incur any product development and research costs in 2025 and minimal product development and research costs in 2024.
Stock-Based Compensation
9 unchanged sentences
The awards with performance conditions vest and result in issuance, at settlement, of common stock for each recipient based upon the recipient’s continued employment with the Company through the settlement date of the award and the Company’s achievement of specified milestones.
−Removed: The requisite service period of the awards with performance conditions is generally 1 - 2 years.
+Added: The requisite service period of the awards with performance conditions is generally one to two years .
In the case of awards with performance conditions, the Company recognizes stock-based compensation expense based on the grant date fair value of the award when achievement of the underlying performance-based targets become probable.
The awards with market conditions vest and result in the issuance of common stock based upon the recipient’s continuing employment with the Company through the settlement date of the award related to the market capitalization criteria.
−Removed: The fair value related to the awards with market conditions is recorded as stock-based compensation expense over the period from date of grant to the settlement date regardless of whether the market capitalization is achieved.
+Added: The fair value related to the awards with market conditions is recorded as stock-based compensation expense over the period from date of grant to the settlement date regardless of whether the market condition is achieved.
The Company accounts for its leases under ASC 842, Leases .
13 unchanged sentences
Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that are then shared in the earnings of the entity.
−Removed: Basic income (loss) per share (“EPS”) is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period, excluding the effects of any potentially dilutive securities.
+Added: Basic income (loss) per share is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period, excluding the effects of any potentially dilutive securities.
Diluted EPS gives effect to the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock, using the more dilutive of the two-class method and the if-converted method in the period of earnings.
9 unchanged sentences
Unvested Restricted Stock Units 1,156,660 584,309
+Added: Unvested Restricted Stock Units - Market Condition 717,000 —
Unvested Restricted Stock Awards 891 891
7 unchanged sentences
Net Loss Per Share Attributable to Common Stockholders - Basic and Diluted $ ( 0.15 ) $ ( 0.03 )
−Removed: Accumulated Other Comprehensive Income
−Removed: Accumulated other comprehensive income includes all changes in equity during a period except those that resulted from investments by or distributions to the Company’s stockholders.
−Removed: Accumulated other comprehensive income refers to revenues, expenses, gains and losses that are included in comprehensive income, but excluded from net income as these amounts are recorded directly as an adjustment to stockholders’ equity.
−Removed: Accumulated other comprehensive income consists of unrealized gains and losses on available‑for‑sale investment in debt securities and foreign currency translation adjustments.
+Added: Accumulated Other Comprehensive Loss
+Added: Accumulated other comprehensive loss includes all changes in equity during a period except those that resulted from investments by or distributions to the Company’s stockholders.
+Added: Accumulated other comprehensive loss refers to revenues, expenses, gains and losses that are included in comprehensive income, but excluded from net loss as these amounts are recorded directly as an adjustment to stockholders’ equity.
+Added: As of December 31, 2025, accumulated other comprehensive loss consists of (i) unrealized gain on available‑for‑sale investments of $ 0.1 and (ii) foreign currency translation adjustments of nil.
Adoption of Recent Accounting Pronouncements and New Accounting Pronouncements
The Company continually assesses any new accounting pronouncements to determine their applicability.
−Removed: When it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study
−Removed: to determine the consequences of the change to its consolidated financial statements and assures that there are proper controls in place to ascertain that the Company’s consolidated financial statements properly reflect the change.
−Removed: In November 2023, the FASB issued ASU 2023-07, Segment Reporting - Improvements to Reportable Segment Disclosures , which updates reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance.
−Removed: The Company adopted ASU 2023-07 on January 1, 2024, and the information presented in Note 6 reflects the enhanced disclosures.
+Added: When it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequences of the change to its consolidated financial statements and assures that there are proper controls in place to ascertain that the Company’s consolidated financial statements properly reflect the change.
+Added: Recently Adopted Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures , which updates income tax disclosures primarily related to the rate reconciliation and income taxes paid information.
1 unchanged sentence
The amendments in this ASU are effective for annual periods beginning after December 15, 2024.
−Removed: The Company is in the process of determining the effect this ASU will have on the consolidated financial statements.
+Added: The Company adopted ASU 2023-09 for the year ended December 31, 2025 and applied the new disclosure requirements prospectively to the current annual period.
+Added: Prior period disclosures have not been adjusted to reflect the new disclosure requirements.
+Added: For additional information, see Note 17.
+Added: New Accounting Pronouncements
In November 2024, the FASB issued ASC 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):
4 unchanged sentences
The Company is currently assessing the impact this ASU will have on the consolidated financial statements and footnote disclosures.
−Removed: Asset Acquisition
−Removed: On July 10, 2023, the Company completed the Evoqua Asset Acquisition.
−Removed: At the Closing, the Company purchased customer relationships, equipment and inventory from Evoqua, which were related to manufacturing and selling of hemodialysis concentrates products, all of which are manufactured under a contract manufacturing agreement with a third-party organization.
−Removed: Pursuant to the Purchase Agreement, total consideration was $ 17.4 million, comprising a cash payment at Closing of $ 12.4 million (inclusive of transaction costs) and two $ 2.5 million deferred payments.
−Removed: On July 12, 2024, the Company and Evoqua executed an amendment to the Purchase Agreement (the "First Amendment"), which stipulated that the first deferred payment would be partially offset by $ 0.3 million to reimburse the Company for certain expenses incurred following the close of the Evoqua Asset Acquisition and split the first deferred payment into four quarterly installments to be paid through April 2025.
−Removed: The First Amendment also split the second deferred payment into four quarterly installments to be paid from July 2025 through April 2026.
−Removed: During the year ended December 31, 2024, the Company paid the first two installments of the first deferred payment totaling $ 1.3 million.
−Removed: The remaining installments due within the next twelve months are included as Deferred Consideration - Current on the Company's consolidated balance sheets.
−Removed: The transaction was accounted for as an asset acquisition, as the acquired assets did not meet the definition of a business as defined by ASC 805, Business Combinations .
−Removed: The purchase price was allocated, on a relative fair value basis, to the assets acquired at the July 10, 2023 acquisition date as follows (table in thousands):
−Removed: Consideration
−Removed: Cash Payment $ 12,233
−Removed: Deferred Consideration 5,000
−Removed: Transaction Costs 128
−Removed: Total Consideration $ 17,361
−Removed: Assets Acquired
−Removed: Customer Relationships Intangible Asset $ 11,035
−Removed: Equipment 5,093
−Removed: Inventory 1,233
−Removed: Total Assets Acquired $ 17,361
−Removed: The fair value of the customer relationships intangible asset was determined using a multi-period excess earnings method, a form of the income approach, which incorporates the estimated future cash flows to be generated from the customer base.
−Removed: Key assumptions included discounted cash flows, estimated life cycle and customer attrition rates.
−Removed: Customer relationships are being amortized over a period of 20 years.
−Removed: Given the recency of the purchase of the equipment in which the assets were recorded at relative fair value, the Company determined the fair value of the equipment using a cost approach, which considered assumptions over the equipment's current replacement cost and useful life.
−Removed: Inventory was purchased directly from the contract manufacturer holding the inventory, which approximated fair value.
+Added: In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326):
+Added: Measurement of Credit Losses for Accounts Receivable and Contract Assets , which simplifies the estimation of credit losses on current accounts receivable and contract assets by allowing the election of a practical expedient to assume that the current conditions as of the consolidated balance sheet date will remain unchanged for the remaining life of the asset when developing a reasonable and supportable forecast as part of estimating expected credit losses on these assets.
+Added: The guidance in this ASU is effective for fiscal years beginning after December 15, 2025 and for interim periods within those fiscal years.
+Added: Early adoption is permitted.
+Added: If adopted in an interim period, entities are required to apply the new guidance as of the beginning of the annual reporting period that includes such interim period.
+Added: The Company is currently assessing the impact this ASU will have on the consolidated financial statements and footnote disclosures.
+Added: Intangible Assets and Deferred Consideration
+Added: Intangible Assets
+Added: Our customer relationship intangible asset relates to customer relationships acquired in connection with an acquisition (the "Evoqua Asset Acquisition") executed on July 10, 2023 with Evoqua Water Technologies LLC ("Evoqua").
+Added: The details of our intangible assets subject to amortization are set forth below (in thousands):
+Added: December 31, 2025
+Added: Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount
+Added: Customer Relationships 20 years $ 11,035 $ ( 1,379 ) $ 9,656
+Added: December 31, 2024
+Added: Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount
+Added: Customer Relationships 20 years $ 11,035 $ ( 828 ) $ 10,207
During the year ended December 31, 2025, the Company recorded amortization of its customer relationship intangible asset of $ 0.6 million, resulting in a net intangible asset of $ 9.7 million as of December 31, 2025.
4 unchanged sentences
Total $ 9,656
+Added: Deferred Consideration
+Added: A portion of the purchase price of the Evoqua Asset Acquisition was deferred on the acquisition date, with payment terms extending through April 2026.
+Added: The Company made payments totaling $ 2.4 million and $ 1.3 million for during the years ended December 31, 2025 and 2024, respectively.
+Added: As of December 31, 2025, a deferred consideration liability of $ 1.0 million is presented in Deferred Consideration - Current on the accompanying consolidated balance sheets.
Investments - Available-for-Sale
9 unchanged sentences
The fair value of investments available-for-sale are determined using quoted market prices from daily exchange-traded markets based on the closing price as of the balance sheet date and are classified as a Level 1 measurement under ASC 820, Fair Value Measurements .
−Removed: During the year ended December 31, 2024, the Company sold the investments outstanding as of December 31, 2023 for a realized gain of $ 0.1 million, which is included in realized gain on available-for-sale investments on the consolidated statements of operations.
−Removed: As of December 31, 2024, the Company's remaining available-for-sale securities are U.S.
+Added: As of December 31, 2025 and 2024, the Company's remaining available-for-sale securities are U.S.
Department of the Treasury bonds and are all due within one year.
3 unchanged sentences
Accordingly, the Company has one reportable segment.
−Removed: The Company has a single management team that reports to the Chief Executive Officer, the Company's CODM, who comprehensively manages the entire Company.
+Added: The Company has a single management team that reports to its Chief Executive Officer, the Company's CODM, who comprehensively manages the entire Company.
The accounting policies of the segment are the same as those described in the summary of significant accounting policies.
1 unchanged sentence
The CODM uses net loss to monitor budget and forecast versus actual results in assessing segment performance, as well as cash forecast models, in order to evaluate operating results and performance in deciding how to allocate resources.
−Removed: The measure of segment assets is reported on the balance sheets as total assets.
−Removed: The Company’s significant segment expenses for its one segment for the year ended December 31, 2024, and 2023 consisted of the following (table in thousands):
−Removed: Years Ended December 31,
+Added: The measure of segment assets is reported on the consolidated balance sheets as total assets.
+Added: The Company’s significant segment expenses for its one segment for the years ended December 31, 2025 and 2024 consisted of the following (table in thousands):
+Added: Year Ended December 31,
Net Sales $ 69,258 $ 101,489
3 unchanged sentences
Administrative Costs 6,246 7,424
−Removed: Operating Income (Loss) 608 ( 6,670 )
−Removed: Other Expense:
−Removed: Realized Gain on Investments 74 321
+Added: Operating (Loss) Income ( 4,691 ) 608
+Added: Other Income (Expense):
+Added: Realized Gain on Available-for-Sale Investments 267 74
Interest Expense ( 1,124 ) ( 1,254 )
5 unchanged sentences
Rockwell's accounts receivable from DaVita were approximately 14 % and 20 % of the total net consolidated accounts receivable balance as of December 31, 2025 and 2024, respectively.
−Removed: For additional information regarding the Company's contracts with DaVita, see Notes 3 and 10.
−Removed: DaVita is important to Rockwell's business, financial condition and results of operations.
−Removed: The loss of any significant accounts could have a material adverse effect on the Company's business, financial condition and results of operations.
−Removed: No other current customer accounted for more than 10% of sales in any of the last two years.
+Added: For additional information regarding the Company's contracts with DaVita, see Note 3.
+Added: No other current customer accounted for more than 10% of sales in any of the last two years, however one other customer accounted for 17 % of the Company's total net consolidated account receivable balance as of December 31, 2025.
The majority of Rockwell's international sales in each of the last two years were sales to domestic distributors that were resold to end users outside the United States.
−Removed: Rockwell's sales to foreign customers and distributors accounted for approximately 9 % of its total sales in 2024 and 2023.
+Added: Rockwell's sales to foreign customers and distributors accounted for approximately 12 % and 9 % of its total sales in 2025 and 2024, respectively.
Components of inventory, net of reserves as of December 31, 2025 and 2024 were as follows (table in thousands):
7 unchanged sentences
Total Inventory $ 3,424 $ 5,956
−Removed: Represents inventory related to Triferic raw materials, which is expected to be utilized for the Company's international
−Removed: partnerships, net of a reserve of $ 1.1 million related to the termination of the development of Triferic in Wanbang in
−Removed: August 2023 as a result of the failure to demonstrate efficacy when compared with a placebo in its phase III clinical
−Removed: As of December 31, 2024 and 2023, Rockwell had total current concentrate inventory aggregating $ 6.2 million and $ 5.9 million, respectively, against which Rockwell had reserved $ 0.5 million and an immaterial amount, respectively.
+Added: (1) Represents inventory related to Triferic raw materials, which was expected to be utilized for the Company's international partnerships.
+Added: During the year ended December 31, 2025, the Company wrote off this remaining inventory balance, resulting in an expense of $ 0.2 million recorded within cost of sales in the consolidated statement of operations.
+Added: As of December 31, 2025 and 2024, Rockwell had total current concentrate inventory aggregating $ 3.4 million and $ 6.2 million, respectively, against which Rockwell had reserved $ 25.0 thousand and $ 0.5 million, respectively.
Property and Equipment
8 unchanged sentences
Property and Equipment, net $ 4,629 $ 5,785
−Removed: Depreciation and amortization expense for the years ended December 31, 2024 and 2023 was $ 1.6 million and $ 1.2 million, respectively.
+Added: Depreciation and amortization expense for both of the years ended December 31, 2025 and 2024 was $ 1.6 million .
Accrued Liabilities
7 unchanged sentences
Total Accrued Liabilities $ 4,337 $ 6,275
−Removed: Deferred License Revenue
−Removed: In October 2014, the Company entered into an exclusive distribution agreement with Baxter, which had a term of 10 years, and received an upfront fee of $ 20 million.
−Removed: Under the exclusive distribution agreement, Baxter distributed and commercialized Rockwell’s hemodialysis concentrates products and provided customer service and order delivery to nearly all U.S.
−Removed: The upfront fee was recorded as deferred license revenue and was being recognized based on the proportion of product shipments to Baxter in each period, compared with total expected sales volume over the term of the distribution agreement.
−Removed: On November 9, 2022, Rockwell incurred a fee to Baxter, which was reflected as a reduction to revenue on the consolidated statements of operations, and was payable in two equal installments on January 1, 2023 and April 1, 2023, to reacquire its distribution rights to its hemodialysis concentrates products from Baxter and terminated the distribution agreement.
−Removed: Exclusivity and other provisions associated with the distribution agreement terminated November 9, 2022 and the remaining operational elements of the agreement terminated December 31, 2022.
−Removed: To ensure that customer needs continued to be met after January 1, 2023, Rockwell agreed to provide certain services to a group of Baxter's customers until March 31, 2023, and Baxter and Rockwell worked together to transition customers’ purchases of Rockwell’s hemodialysis concentrates through that date.
−Removed: Following the reacquisition of these rights, Rockwell is now unrestricted in its ability to sell its hemodialysis concentrates products to dialysis clinics throughout the United States and around the world.
−Removed: The Company recognized the remaining deferred revenue of $ 1.5 million during the year ended December 31, 2023.
−Removed: The remaining agreements with Sun Pharma, Jeil Pharmaceutical, and Drogsan Pharmaceuticals comprise the current and long-term portions of deferred license revenue on the consolidated balance sheets as of December 31, 2024 and 2023.
Insurance Financing Note Payable
On June 3, 2025, the Company entered into a short-term note payable with a principal amount of $ 0.7 million, bearing interest at a rate of 7.14 % per annum to finance various insurance policies, which required an upfront payment of $ 0.2 million.
−Removed: Principal and interest payments related to this note began on July 3, 2024 and will be paid in 10 equal monthly payments of $ 0.1 million, with the final payment due on April 3, 2025.
−Removed: As of December 31, 2024, the balance of the insurance financing note payable was $ 0.3 million.
−Removed: On June 3, 2023, the Company entered into a new short-term note payable for $ 0.7 million, bearing interest at 9.59 % per annum to finance various insurance policies.
−Removed: Principal and interest payments related to this note began on July 3, 2023 and are paid on a straight-line amortization over nine months with the final payment due on March 3, 2024.
+Added: Principal and interest payments related to this note began on July 3, 2025 and are being paid in 10 equal monthly payments of $ 0.1 million, with the final payment due on April 3, 2026.
+Added: As of December 31, 2025, the Company's insurance financing note payable balance was $ 0.3 million.
+Added: On June 4, 2024, the Company entered into a short-term note payable with a principal amount of $ 0.7 million, bearing interest at a rate of 7.89 % per annum to finance various insurance policies.
+Added: Principal and interest payments related to this note began on July 3, 2024 and were paid on a straight-line amortization over 10 months, with the final payment due on April 3, 2025.
As of December 31, 2024, the Company's insurance note payable balance was $ 0.3 million.
2 unchanged sentences
Preferred Stock
−Removed: On April 6, 2022, the Company and DaVita entered into the Securities Purchase Agreement (the "SPA"), which provided for the issuance by the Company of up to $ 15 million of preferred stock to DaVita, which was issued to DaVita during 2022 and, by virtue, made DaVita a related party.
+Added: On April 6, 2022, the Company and DaVita entered into the Securities Purchase Agreement (the "SPA"), which provided for the issuance by the Company of up to $ 15 million of preferred stock to DaVita, which was issued to DaVita during 2022 as Series X Preferred Stock and, by virtue, made DaVita a related party.
The Series X Preferred Stock was issued for a price of $ 1,000 per share (the "Face Amount"), subject to accretion at a rate of 1 % per annum, compounded annually.
If the Company’s common stock trades above $ 22.00 for a period of 30 calendar days, the accretion will thereafter cease.
−Removed: As of December 31, 2024, the Series X Preferred Stock accreted a total of $ 0.3 million.
+Added: As of December 31, 2025, a total of $ 0.5 million of the Series X Preferred Stock had been accreted.
The Series X Convertible Preferred Stock is convertible to common stock at a rate equal to the Face Amount, divided by a conversion price of $ 11.00 per share (subject to adjustment for future stock splits, reverse stock splits and similar recapitalization events).
4 unchanged sentences
Additionally, the Series X Preferred Stock has a deemed liquidation event and redemption clause which could be triggered if the sale of all or substantially all of the Company's assets relating to the Company's dialysis concentrates business line.
−Removed: Since the Series X Preferred Stock may be redeemed if certain assets are sold at the option of the holder, but is not mandatorily redeemable and the sale of the assets that would allow for redemption is within the control of the Company, the preferred stock has been classified as permanent equity and initially recognized at fair value of $ 15 million (the proceeds on the date of issuance) less issuance costs of $ 0.1 million, resulting in an initial value of $ 14.9 million.
+Added: Since the Series X Preferred Stock may be redeemed if certain assets are sold at the option of the holder, but is not mandatorily redeemable as the sale of the assets that would allow for redemption is within the control of the Company, the preferred stock has been classified as permanent equity and initially recognized at fair value of $ 15 million (the proceeds on the date of issuance) less issuance costs of $ 0.1 million, resulting in an initial value of $ 14.9 million.
The Company will assess at each reporting period whether conditions have changed to now meet the mandatory redemption definition which could trigger liability classification.
1 unchanged sentence
As of December 31, 2025 and 2024, there were 170,000,000 shares of common stock, $ 0.0001 par value per share, authorized and 39,405,302 and 34,056,920 shares issued and outstanding, respectively.
−Removed: As of December 31, 2024 and 2023, the Company reserved for issuance the following shares of common stock related to the potential exercise of employee stock options, unvested restricted stock, convertible preferred stock, and all other warrants (collectively, "common stock equivalents"):
+Added: As of December 31, 2025 and 2024, the Company reserved for issuance the following shares of common stock related to the potential exercise of employee stock options, unvested restricted stock, convertible preferred stock, and warrants (collectively, "common stock equivalents"):
As of December 31,
5 unchanged sentences
Convertible Preferred Stock 1,405,001 1,391,045
+Added: Unvested Restricted Stock Units - Market Condition 717,000 —
Warrants to Purchase Common Stock 3,984,484 3,984,484
1 unchanged sentence
Controlled Equity Offering
−Removed: On April 8, 2022, the Company entered into the Sales Agreement with Cantor Fitzgerald & Co.
−Removed: as Agent, pursuant to which the Company may offer and sell from time to time up to $ 12.2 million of shares of Company’s common stock through the Agent.
−Removed: This agreement expired on October 8, 2024 and, upon the effectiveness of the new registration statement on October 21, 2024, was deemed terminated.
−Removed: On November 13, 2024, in connection with the new registration statement, the Company filed a prospectus supplement covering the offer and sale of an aggregate offering price of up to $ 25.0 million of shares of the Company's common stock through the Agent (as amended, the "ATM facility").
+Added: On April 8, 2022, the Company entered into a Sales Agreement (the "Sales Agreement") with Cantor Fitzgerald & Co.
+Added: (the "Agent"), pursuant to which the Company may offer and sell from time to time shares of Company’s common stock through the Agent pursuant to the Company’s shelf registration statement on Form S-3 (No.
+Added: 333-259923) filed with the SEC on September 30, 2021 (the “Prior Registration Statement”).
+Added: This Prior Registration Statement expired on October 8, 2024 and, upon the effectiveness of the new registration statement on October 21, 2024, was deemed terminated.
+Added: On November 13, 2024, in connection with the new registration statement, the Company filed a prospectus supplement covering the offer and sale of an aggregate offering price of up to $ 25.0 million of shares of the Company's common stock through the Agent under the Sales Agreement (as amended, the "ATM facility").
The offering and sale of such shares has been registered under the Securities Act of 1933, as amended.
−Removed: During the year ended December 31, 2024, 4,718,923 shares were sold pursuant to the Sales Agreement for net proceeds of $ 10.2 million.
+Added: During the year ended December 31, 2025, 4,964,636 shares were sold pursuant to the Sales Agreement for gross proceeds of $ 8.0 million, net of offering costs of $ 0.2 million, for net proceeds of $ 7.8 million.
Approximately $ 13.1 million remains available for sale under the ATM facility.
−Removed: On May 30, 2022, the Company entered into the Registered Direct Purchase Agreement with the Purchaser, pursuant to which the Company issued and sold, in a registered direct offering (the “Offering”), 844,613 shares of its common stock at price of $ 1.39 per share, and pre-funded warrants to purchase up to an aggregate of 7,788,480 shares of common stock (the “Pre-Funded Warrants” and the shares of common stock underlying the Pre-Funded Warrants, the “Warrant Shares”).
−Removed: The purchase price of each Pre-Funded Warrant was equal to the price at which a share of common stock was sold to the public in the Offering, minus $ 0.0001 , and the exercise price of each Pre-Funded Warrant was $ 0.0001 per share.
−Removed: The Registered Direct Purchase Agreement contains customary representations and warranties and agreements of the Company and the Purchaser and customary indemnification rights and obligations of the parties.
−Removed: During the year ended December 31, 2023, 6,300,000 Pre-Funded Warrants to purchase common stock were exercised at an exercise price of $ 0.0001 per share, which resulted in gross proceeds to the Company of $ 630 .
−Removed: As of December 31, 2023, no Pre-Funded Warrants remained outstanding.
−Removed: On July 10, 2023, the Company entered into a letter agreement (the “Letter Agreement”) with Armistice Capital Master Fund Ltd.
−Removed: (“Armistice”), which held a warrant (the “Prior Warrant”) to purchase 9,900,990 shares of common stock of the Company (the “Common Stock”) with an exercise price of $ 1.39 per share, offering Armistice the opportunity to exercise the Prior Warrant for cash, provided the Prior Warrant was exercised for cash on or prior to 5:00 P.M.
−Removed: Eastern Time on July 10, 2028 (the “End Date”).
−Removed: In addition, Armistice would receive a “reload” warrant (the “Reload Warrant”) to purchase 3,750,000 shares of Common Stock with an exercise price of $ 5.13 per share, the closing price as reported by the Nasdaq Capital Market on July 7, 2023.
−Removed: The Reload Warrant may be exercised at all times prior to the 54 months' anniversary of its issuance date.
−Removed: The Prior Warrant and the Reload Warrant both provide that a holder (together with its affiliates) may not exercise any portion of the Prior Warrant or the Reload Warrant to the extent that the holder would own more than 9.99 % of the Company’s outstanding Common Stock immediately after exercise, as such percentage ownership is determined in accordance with the terms of such warrant.
−Removed: To the extent the exercise of the Prior Warrant would result in Armistice holding more than 9.99 % of the Company’s outstanding Common Stock, such shares of Common Stock in excess of 9.99 % will be held in abeyance.
−Removed: Armistice exercised the Prior Warrant on July 10, 2023, and the Company received gross proceeds of approximately $ 13.8 million.
−Removed: Third Amendment
−Removed: As discussed in Note 17, on January 2, 2024, the Company entered into the Third Amendment of its Loan and Security Agreement with Innovatus.
−Removed: In connection with the execution of the Third Amendment, the Company issued to Innovatus a warrant to purchase 191,096 shares of the Company’s common stock with an exercise price of $ 1.83 per share.
+Added: During the year ended December 31, 2024, 4,718,923 shares were sold pursuant to the Sales Agreement for net proceeds of $ 10.2 million.
+Added: Warrant Issuance
+Added: In connection with the execution of the Third Amendment, as defined and described in Note 16, on January 2, 2024, the Company issued to Innovatus a warrant to purchase 191,096 shares of the Company’s common stock with an exercise price of $ 1.83 per share.
The warrant may be exercised on a cashless basis and is immediately exercisable through January 2, 2029.
The number of shares of common stock for which the warrant is exercisable and the exercise price are subject to certain proportional adjustments as set forth in the Third Amendment.
−Removed: The warrant is equity-classified with a fair value of approximately $ 0.2 million at issuance, which was treated as a debt issuance cost and will be amortized through interest expense over the remaining contractual term of the Term Loan.
−Removed: The fair value of the warrant at the issuance date was calculated using the Black-Scholes pricing model and include the following assumptions:
−Removed: Expected Stock Price Volatility 85.00 %
−Removed: Risk-free Interest Rate 3.93 %
−Removed: Term (years) 5.0
−Removed: Dividend Yield 0 %
+Added: The warrant is equity-classified with a fair value of approximately $ 0.2 million at issuance, which was treated as a debt issuance cost and will be amortized through interest expense over the remaining contractual term of the Term Loan, as defined and described in Note 16.
+Added: On July 10, 2023, the Company entered into a letter agreement (the “Letter Agreement”) with Armistice Capital Master Fund Ltd.
+Added: (“Armistice”), in which Armistice would receive a “reload” warrant (the “Reload Warrant”) to purchase 3,750,000 shares of Common Stock with an exercise price of $ 5.13 per share, the closing price as reported by the Nasdaq Capital Market on July 7, 2023.
+Added: The Reload Warrant may be exercised at all times prior to the 54 months' anniversary of its issuance date.
+Added: The Reload Warrant provides that a holder (together with its affiliates) may not exercise any portion of the Reload Warrant to the extent that the holder would own more than 9.99 % of the Company’s outstanding Common Stock immediately after exercise, as such percentage ownership is determined in accordance with the terms of such warrant.
Stock-Based Compensation
23 unchanged sentences
Service Based Restricted Stock Units Number of Shares Weighted Average
+Added: Grant-Date Fair Value
Unvested at January 1, 2025
1 unchanged sentence
Granted 1,025,000 $ 1.07
+Added: Forfeited ( 417,649 ) $ 1.85
Vested ( 35,000 ) $ 1.07
2 unchanged sentences
The fair value of service based restricted stock units are measured on the date of grant and amortized over the vesting period.
−Removed: The vesting periods range from 1 to 3 years.
+Added: The vesting periods range from one to three years .
As of December 31, 2025, the unrecognized stock-based compensation expense was $ 0.7 million, which is expected to be recognized over the next 1.2 years.
+Added: Restricted Stock Units - Market Condition
+Added: During the year ended December 31, 2025, the Company granted 717,000 restricted stock units with a market condition ("RSU-MC") under its Amended and Restated 2018 Long Term Incentive Plan with a grant date fair value of $ 0.6 million.
+Added: The RSU-MCs are subject to both service and market based vesting conditions.
+Added: The RSU-MCs will vest, subject to the recipient's continued employment through the vesting date, if the average closing price of the Company's common stock equals or exceeds $ 2.14 per share for any consecutive 60 -day trading period occurring prior to the third anniversary of the grant date.
+Added: Except in the event of a change in control or termination due to death or disability, no portion of the award will vest before the first anniversary of the grant date.
+Added: The RSU-MCs qualify as equity instruments and are accounted for under ASC 718, Compensation, Stock Compensation ("ASU 718").
+Added: The unrecognized stock-based compensation expense in connection with the RSU-MCs was $ 0.5 million at December 31, 2025, which is expected to be recognized over the next 2.4 years.
+Added: The fair value of RSU-MCs was measured on the date of grant using the Monte Carlo Simulation valuation model based on the following assumptions:
+Added: Exercise price
+Added: Expected stock price volatility
+Added: Risk-free interest rate
Service Based Stock Option Awards
11 unchanged sentences
Price Weighted
−Removed: Term Aggregate
+Added: Term (Years) Aggregate
(in $1,000's)
2 unchanged sentences
Granted 1,595,000 $ 1.06
−Removed: Forfeited ( 16,052 ) $ 1.84
Exercised ( 10,313 ) $ 1.48
+Added: Forfeited ( 139,146 ) $ 1.30
Expired ( 55,224 ) $ 6.38
4 unchanged sentences
The aggregate intrinsic value is calculated as the difference between the closing price of the Company's common stock at the date indicated and the exercise price of the stock options that had strike prices below the closing price.
−Removed: The weighted average grant date fair value for service based stock option awards during the years ended December 31, 2024 and 2023 was $ 1.03 and $ 1.09 , respectively.
+Added: The weighted average per share grant date fair value for service based stock option awards during the years ended December 31, 2025 and 2024 was $ 0.86 and $ 1.03 , respectively.
As of December 31, 2025, total stock-based compensation expense related to unvested options not yet recognized totaled approximately $ 0.9 million which is expected to be recognized over the next 2.3 years.
5 unchanged sentences
Pursuant to the MSA, the parties entered into three additional agreements described below related to the license of certain soluble ferric pyrophosphate (“SFP”) intellectual property owned by Charak, as well as an employment agreement.
−Removed: As of December 31, 2023 the Company had accrued $ 0.1 million relating to certain IP reimbursement expenses and certain sublicense royalty fees, which was included within accrued liabilities on the consolidated balance sheets.
−Removed: During the year ended December 31, 2024, the Company evaluated the accrual and determined that the estimated liability was no longer required and, as a result, the accrual was written off as of December 31, 2024.
Pursuant to the Charak MSA, the aforementioned parties entered into an Amendment, dated as of October 7, 2018 (the “Charak Amendment”), to the 2002 Agreement, under which Charak granted the Company an exclusive, worldwide, non-transferable license to commercialize SFP for the treatment of patients with renal failure.
4 unchanged sentences
From January 1, 2022 until February 1, 2034, the Company is liable to pay Charak a base royalty at a reduced rate on net sales and an additional royalty on net sales while there exists a valid claim of a licensed patent, on a country-by-country basis.
−Removed: The Company shall also pay to Charak a percentage of any sublicense income received during the term of the IV Agreement, which amount shall not be less than a minimum specified percentage of net sales of the licensed products by the sublicensee in jurisdictions where there exists a valid claim, on a country-by-country basis, and not be less than a lower rate of the net sales of the licensed products by the sublicensee in jurisdictions where there exists no valid claim, on a country-by-country basis.
+Added: The Company shall also pay to Charak a percentage of any sublicense income received during the term of the IV Agreement, which amount shall not be less than a minimum specified percentage of net sales of the licensed products by the sublicensee in jurisdictions where there exists a valid
+Added: claim, on a country-by-country basis, and not be less than a lower rate of the net sales of the licensed products by the sublicensee in jurisdictions where there exists no valid claim, on a country-by-country basis.
Also pursuant to the Charak MSA, the Company and Charak entered into a Technology License Agreement TPN Triferic, dated as of October 7, 2018 (the “TPN Agreement”), pursuant to which Charak granted the Company an exclusive, sub-licensable, royalty-bearing license to SFP for the purpose of commercializing worldwide certain TPN products incorporating SFP.
2 unchanged sentences
The Company shall also pay to Charak a percentage of any sublicense income received during the term of the TPN Agreement, which amount shall not be less than a minimum royalty on net sales of the licensed products by the sublicensee in jurisdictions where there exists a valid claim, on a country-by-country basis, and not be less than a lower rate of the net sales of the licensed products by the sublicensee in jurisdictions where there exists no valid claim, on a country-by-country basis.
−Removed: The potential milestone payments are not yet considered probable, and no milestone payments have been accrued as of December 31, 2024.
+Added: The potential milestone payments are not considered probable, and no milestone payments have been accrued as of December 31, 2025 and 2024.
Commitments and Contingencies
5 unchanged sentences
There were no claims paid or accrued as of December 31, 2025 for the policy year ended June 1, 2024.
−Removed: Estimated loss and additional future claims of approximately $ 176,000 have been reserved and accrued for the year ended December 31, 2024.
+Added: Estimated loss and additional future claims of approximately $ 84,000 have been reserved and accrued for as of December 31, 2025.
As of December 31, 2025, approximately $ 0.4 million was held in cash collateral and escrow by the insurance carrier for workers’ compensation insurance.
8 unchanged sentences
During March 2024, the lease for the Wixom facilities was extended by three years to August 2027, which was accounted for as a modification.
−Removed: As a result of the modification, the operating lease right of use asset and lease liabilities increased by $ 1.5 million.
−Removed: Rockwell also occupies two other manufacturing facilities, a 51,000 square foot facility in Grapevine, Texas under a lease expiring in December 2025, and a 57,000 square foot facility in Greer, South Carolina under a lease expiring February 2026.
−Removed: In addition, Rockwell occupied 4,100 square feet of office space in Hackensack, New Jersey.
−Removed: This lease was subleased on December 15, 2021 and expired on October 31, 2024.
−Removed: The following summarizes quantitative information about the Company’s operating and finance leases (dollars in thousands):
+Added: Rockwell also occupies a 51,000 square foot facility in Grapevine, Texas, under a lease expiring in February 2031.
+Added: The lease, which previously expired in December 2025, was extended by 62 months to February 2031.
+Added: The Company previously operated in a 57,000 square foot facility in Greer, South Carolina, but the Company concluded manufacturing at that facility in the third quarter of 2025 as part of its ongoing efforts to streamline operations and improve efficiency.
+Added: The lease expired in February 2026.
+Added: The Company recognized a gain of $ 24,000 related to the early termination of this lease during the year ended December 31, 2025, resulting from the derecognition of the related right-of-use asset and lease liability.
+Added: During the year ended December 31, 2025, Rockwell entered into a lease for a 16,800 -square foot storage facility in Allentown, Pennsylvania, that expires in April 2030, resulting in the recognition of a right-of-use asset and corresponding lease liability of approximately $ 1.0 million on the consolidated balance sheets.
+Added: The following summarizes quantitative information about the Company’s operating and finance leases (tables in thousands):
For the year ended December 31,
8 unchanged sentences
Short-term Lease Rent Expense 21 21
−Removed: Total Rent Expense $ 2,810 $ 2,898
+Added: Total Lease Expense $ 3,005 $ 2,810
Other Information
2 unchanged sentences
Financing Cash Flows from Finance Leases $ 529 $ 558
+Added: Other Information
Weighted-average Remaining Lease Term – Operating Leases 2.7 2.4
6 unchanged sentences
Year Ending December 31, 2027 912 311
−Removed: Year Ended December 31, 2027 655 311
−Removed: Year Ended December 31, 2028 57 —
+Added: Year Ending December 31, 2028 328 —
+Added: Year Ending December 31, 2029 283 —
+Added: Year Ending December 31, 2030 96 —
Total 2,935 815
2 unchanged sentences
Loan and Security Agreement
−Removed: On March 16, 2020, the Company and Rockwell Transportation, Inc., as Borrowers, entered into a Loan and Security Agreement (the "Loan Agreement") with Innovatus, as collateral agent and the lenders party thereto, pursuant to which Innovatus, as a lender, agreed to make certain term loans to the Company in the aggregate principal amount of up to $ 35.0 million (the "Term Loans").
−Removed: Funding of the first $ 22.5 million tranche was completed on March 16, 2020.
−Removed: The Company is no longer eligible to draw on additional tranches, which were tied to the achievement of certain milestones.
−Removed: Net draw down proceeds were $ 21.2 million with closing costs of $ 1.3 million.
+Added: On March 16, 2020, the Company and Rockwell Transportation, Inc., as Borrowers, entered into a Loan and Security Agreement (the "Loan Agreement") with Innovatus, as collateral agent and the lenders party thereto, pursuant to which Innovatus, as a lender, agreed to make certain term loans to the Company.
+Added: The Company is no longer eligible to draw on additional tranches.
The Company also owes an additional fee equal to 4.375 % of the funded amount of the Term Loans, or $ 1.0 million (such additional fee, the “Final Fee”) at maturity.
The Company is accreting up to this Final Fee premium with a charge against interest expense on the accompanying consolidated statements of operations.
−Removed: In connection with each funding of the Term Loans, the Company was required to issue to Innovatus a warrant (the “Warrants”) to purchase a number of shares of the Company’s common stock equal to 3.5 % of the principal amount of the relevant Term Loan funded divided by the exercise price.
+Added: In connection with each funding of the Term Loans, the Company issued to Innovatus a warrant (each a “Warrant”, and together the “Warrants”) to purchase a number of shares of the Company’s common stock equal to 3.5 % of the principal amount of the relevant Term Loans funded divided by the exercise price.
In connection with the first tranche of the Term Loans, the Company issued a Warrant to Innovatus, exercisable for an aggregate of 43,388 shares of the Company’s common stock at an exercise price of $ 18.15 per share.
The Warrant may be exercised on a cashless basis and is immediately exercisable through the seventh anniversary of the applicable funding date.
−Removed: The number of shares of common stock for which the Warrant is exercisable and the
−Removed: associated exercise price are subject to certain proportional adjustments as set forth in such Warrant.
+Added: The number of shares of common stock for which the Warrant is exercisable and the associated exercise price are subject to certain proportional adjustments as set forth in such Warrant.
The Company evaluated the warrant under ASC 470, Debt , and recognized an additional debt discount of approximately $ 0.5 million based on the relative fair value of the base instruments and warrants.
The Company calculated the fair value of the Warrant using the Black-Scholes model.
−Removed: The Term Loan was scheduled to mature on March 16, 2025, and bore interest at the greater of (i) Prime Rate (as defined in the Loan Agreement) and (ii) 4.75 %, plus 4.00 % with an initial interest rate of 8.75 % per annum.
+Added: The Term Loans were scheduled to mature on March 16, 2025, and bore interest at the greater of (i) Prime Rate (as defined in the Loan Agreement) and (ii) 4.75 %, plus 4.00 %, with an initial interest rate of 8.75 % per annum.
The Company had the option, under certain circumstances, to add 1.00 % of such interest rate amount to the then outstanding principal balance in lieu of paying such amount in cash.
−Removed: On January 2, 2024, the Company entered into the Third Amendment to and Restatement of the Loan and Security Agreement (the "Third Amendment") with Innovatus, dated January 1, 2024.
+Added: On January 2, 2024, the Company entered into the Third Amendment to and Restatement of the Loan and Security Agreement (the "Third Amendment") with Innovatus, dated January 1, 2024 (the "Effective Date").
The Third Amendment provides for the continuation of term loans initially borrowed under the Loan Agreement amounting to $ 8.0 million as of January 1, 2024.
The Company will make interest-only payments on the Term Loans for 36 months as certain conditions in the Third Amendment were met.
−Removed: The Company will make equal monthly payments of principal, together with applicable interest, in arrears, starting on February 1, 2027.
−Removed: The Term Loans will mature on January 1, 2029, unless earlier repaid.
−Removed: Effective on January 1, 2024, the Term Loans bore interest equal to the sum of (i) the greater of (a) Prime Rate (as defined in the Third Amendment) and (b) 7.50 % plus (ii) 3.50 %.
+Added: The Company will make equal monthly payments of principal, together with applicable interest, in arrears, starting February 1, 2027.
+Added: The Term Loans will mature on January 1, 2029.
+Added: Effective on January 1, 2024, the Term Loans bear interest equal to the sum of (i) the greater of (a) Prime Rate (as defined in the Third Amendment) and (b) 7.50 % plus (ii) 3.50 %.
At the Company's option, 2.00 % of the interest due on any applicable interest payment date during the interest-only period may be paid in-kind by adding such amount to the then outstanding principal balance of the Term Loans.
2 unchanged sentences
(x) a prepayment fee (the “Prepayment Fee”) equal to:
−Removed: (i) 6.0 % of the principal amount of the Term Loans prepaid if the payment is made before January 1, 2025, (ii) 2.0 % of the principal amount of the Term Loans prepaid if the payment is made after January 1, 2025 but on or before January 1, 2026, (iii) 1.0 % of the principal amount of the Term Loans prepaid if the payment is made after January 1, 2026 but on or before January 1, 2027, or (iv) 0 % of the principal amount of the Term Loans prepaid if the payment is made after January 1, 2027 through maturity;
+Added: (i) 1.0 % of the principal amount of the Term Loans prepaid if the payment is made after January 1, 2026 but on or before January 1, 2027, or (ii) 0 % of the principal amount of the Term Loans prepaid if the payment is made after January 1, 2027 through maturity;
and (y) the Final Fee.
1 unchanged sentence
In the event of a mandatory prepayment of the Term Loans, the Company shall be required to pay the Prepayment Fee (if applicable), as well as the Final Fee.
−Removed: The Third Amendment Final Fee shall be due and payable at maturity if it has not previously been paid in full in connection with a prepayment of the Term Loans.
The Third Amendment was treated as a modification for accounting purposes.
4 unchanged sentences
As of December 31, 2025, the Company was in compliance with all covenants under the Third Amendment.
−Removed: The Loan Agreement includes a financial covenant that requires actual consolidated revenue from the sale and supply of hemodialysis products for the trailing six-month period (ended on the date when tested), to be not less than 85.0 % of the projections for the same period and, beginning with the quarter ending September 30, 2024, actual consolidated revenue from the sale and supply of hemodialysis products for the trailing six-month period (ended on the date when tested), to be not less than 80.0 % of the projections for the same period.
−Removed: Because those projections were submitted prior to the loss of a substantial amount of business from DaVita, we may not be able to satisfy this covenant if we are unable to acquire enough new business to increase our revenue.
−Removed: Our inability to satisfy this financial covenant would constitute an event of default.
In connection with the execution of the Third Amendment, on January 2, 2024, the Company issued a warrant to purchase shares of the Company’s common stock.
−Removed: The warrant is equity-classified with a fair value of $ 0.2 million at issuance, which was treated as a debt issuance cost and will be amortized through interest expense over the remaining contractual term of the Term Loan.
+Added: The warrant is equity-classified with a fair value of $ 0.2 million at issuance, which was treated as a debt issuance cost and in being amortized through interest expense over the remaining contractual term of the Term Loans.
For additional information, see Note 11.
−Removed: The effective interest rate is 11.0 % as of December 31, 2024.
−Removed: For the years ended December 31, 2024 and 2023, interest expense amounted to $ 1.0 million and $ 1.2 million, respectively.
−Removed: As of December 31, 2024, the outstanding balance of the Term Loan was $ 8.5 million, net of unamortized issuance costs and discount of $ 0.5 million and unrecognized premium accretion of $ 0.2 million, and including $ 0.1 million related to a fee resulting from the Third Amendment, and paid-in-kind interest of $ 0.2 million.
+Added: The effective interest rate used to amortize the debt issuance cost relating to these warrants is 11.0 % as of December 31, 2025.
+Added: As of December 31, 2025, the outstanding balance of the Term Loans was $ 8.8 million, net of aggregate unamortized issuance costs, discounts, and premium of $ 1.3 million.
+Added: For both of the years ended December 31, 2025 and 2024, interest expense, including paid-in-kind interest, amounted to $ 1.1 million.
The Loan Agreement 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 initially included financial covenants related to liquidity and sales of Triferic.
−Removed: The following table reflects the schedule of principal payments on the Term Loan as of December 31, 2024 (in thousands):
+Added: The following table reflects the schedule of principal payments on the Term Loans as of December 31, 2025 (in thousands):
Year Principal Payments
1 unchanged sentence
Total Debt Maturities 9,389
−Removed: Unamortized Issuance Costs, Discount and Premium, net ( 750 )
−Removed: Term Loan - Long-Term, net of issuance costs $ 8,472
+Added: Unamortized Issuance Costs and Discount ( 563 )
+Added: Term Loans, net $ 8,826
and foreign components of pretax loss are as follows:
Year Ended December 31,
−Removed: Pretax (Loss) Income
$ ( 5,314 ) $ ( 480 )
Total Pretax Loss $ ( 5,314 ) $ ( 480 )
−Removed: A reconciliation of income tax expense at the statutory rate to income tax expense at our effective tax rate is as follows (dollars in thousands):
+Added: A reconciliation of income tax expense at the statutory rate to income tax expense at our effective tax rate is as follows (table in thousands):
Year Ended December 31,
−Removed: Tax Benefit Computed of Pretax Loss $ ( 101 ) $ ( 1,772 )
−Removed: Changes in Tax Laws — —
−Removed: Foreign Income Tax Expense — —
+Added: Tax Expense Computed at Federal Statutory Rate $ ( 1,116 ) 21.0 % $ ( 101 ) 21.0 %
+Added: State and Local Income Tax, net of Federal Income Tax Effect ( 69 ) 1.3 % ( 6 ) 1.3 %
Effect of Change in Valuation Allowance 1,185 ( 22.3 ) % 107 ( 22.3 ) %
7 unchanged sentences
Inventories 27 474
+Added: Deferred Interest 2,150 1,909
Accrued Expenses 68 84
7 unchanged sentences
Total Deferred Tax Liabilities 578 592
−Removed: Subtotal 85,263 89,973
+Added: Net Deferred Tax Asset Before Valuation Allowance 85,118 85,263
Valuation Allowance ( 85,118 ) ( 85,263 )
9 unchanged sentences
The Company completed an audit by the Internal Revenue Services for the 2021 tax year resulting in no adjustments.
−Removed: Tax examination years of 2022 and 2023 remain open.
+Added: Tax examination years of 2022 through 2024 remain open.
A recent IRC Section 382 study has not been performed, which could limit the value of the Company's net operating losses.
+Added: No income taxes have been paid or refunded during the tax year.
+Added: Subsequent Events
+Added: Subsequent to December 31, 2025 and prior to the issuance of these financial statements, the Company renewed operating lease for its 51,000 square foot manufacturing facility in Grapevine, Texas.
+Added: The related lease expired in December 2025.
+Added: The renewed lease has a term from January 1, 2026 to February 28, 2031 and provides for aggregate minimum lease payments of approximately $ 3.3 million.
+Added: The Company will recognize the related right-of-use asset and lease liability upon lease commencement in 2026.
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.