What changed in this filing

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Item 1. Financial Statements

2026-05-07 compared with 2025-11-12 · 177 added, 308 removed, 439 unchanged (52% of the section changed)

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(In thousands, except share and par value amounts)

September 30,

2026 December 31,

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Property and Equipment, net 4,328 4,629

Inventory, Non-Current — 178

Right of Use Assets - Operating, net 4,608 2,569

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Lease Liabilities - Finance - Current 468 469

Deferred License Revenue - Current — 46

Term Loans - Current - Net of Issuance Costs 707 —

Insurance Financing Note Payable 66 264

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Lease Liabilities - Operating - Long-Term 3,301 1,454

Lease Liabilities - Financing - Long-Term 423 931

Term Loan - Long-Term, net of Issuance Costs 8,737 8,472

Deferred License Revenue - Long-Term — 429

Deferred Consideration - Long-Term — 1,000

Lease Liabilities - Finance - Long-Term 190 304

Term Loans - Long-Term, net of Issuance Costs 8,207 8,826

Total Liabilities 21,566 20,164

Commitments and Contingencies (see Note 13)

September 30,

2025 December 31,

Stockholders' Equity:

Preferred Stock, $ 0.0001 par value, 2,000,000 shares authorized;

15,000 shares issued and outstanding at September 30, 2025 and December 31, 2024

15,000 shares issued and outstanding at March 31, 2026 and December 31, 2025

Common Stock, $ 0.0001 par value;

170,000,000 shares authorized;

39,405,301 and 34,056,920 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively

39,470,299 and 39,405,302 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively

Additional Paid-in Capital 440,317 439,838

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(In thousands, except share and per share amounts)

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Net Sales $ 17,336 $ 18,914

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Gross Profit 2,897 3,042

Research and Product Development — — — 18

Selling and Marketing 567 711

General and Administrative 3,810 3,691

Operating (Loss) Income ( 1,584 ) 1,936 ( 4,293 ) 1,127

Operating Loss ( 1,480 ) ( 1,360 )

Other Income (Expense):

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Total Other Expense, net ( 125 ) ( 155 )

Net (Loss) Income $ ( 1,753 ) $ 1,664 $ ( 4,760 ) $ 276

Basic Net (Loss) Income per Share $ ( 0.05 ) $ 0.05 $ ( 0.14 ) $ 0.01

Diluted Net (Loss) Income per Share $ ( 0.05 ) $ 0.04 $ ( 0.14 ) $ 0.01

Basic Weighted Average Shares Outstanding 36,024,940 31,551,805 34,817,973 30,447,588

Diluted Weighted Average Shares Outstanding 36,024,940 32,420,168 34,817,973 31,013,464

Net Loss $ ( 1,605 ) $ ( 1,515 )

Basic and Diluted Net Loss per Share $ ( 0.04 ) $ ( 0.04 )

Basic and Diluted Weighted Average Shares Outstanding 39,418,302 34,107,640

The accompanying notes are an integral part of the condensed consolidated financial statements.

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AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands)

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Net (Loss) Income $ ( 1,753 ) $ 1,664 $ ( 4,760 ) $ 276

Reclassification of Realized Gain on Available-for-Sale Investments Included in Net (Loss) Income ( 61 ) — ( 181 ) ( 25 )

Three Months Ended March 31,

Net Loss $ ( 1,605 ) $ ( 1,515 )

Reclassification of Realized Gain on Available-for-Sale Investments Included in Net Loss ( 120 ) ( 56 )

Unrealized Gain on Available-for-Sale Investments 122 62

Foreign Currency Translation Adjustments — — — ( 4 )

Comprehensive (Loss) Income $ ( 1,737 ) $ 1,677 $ ( 4,741 ) $ 285

Comprehensive Loss $ ( 1,603 ) $ ( 1,509 )

The accompanying notes are an integral part of the condensed consolidated financial statements.

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COMPREHENSIVE

INCOME (LOSS) TOTAL

STOCKHOLDERS'

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15,000 $ — 39,470,299 $ 4 $ 440,317 $ ( 404,597 ) $ 133 $ 35,857

Net Loss — — — — — ( 1,492 ) — ( 1,492 )

Reclassification of Realized Gain on Available-for-Sale Investments — — — — — — ( 64 ) ( 64 )

Unrealized Gain on Available-for-Sale Investments — — — — — — 61 61

Vesting of Restricted Stock Units Issued, net of taxes withheld — — 172,449 — — — — —

Stock-based Compensation — — — — 382 — — 382

Balance as of June 30, 2025

15,000 — 34,430,352 3 431,034 ( 400,685 ) 57 30,409

Net Loss — — — — — ( 1,753 ) — ( 1,753 )

Reclassification of Realized Gain on Available-for-Sale Investments — — — — — — ( 61 ) ( 61 )

Unrealized Gain on Available-for-Sale Investments — — — — — — 77 77

Issuance of Common Stock, net of offering costs/At-the-Market Offering — — 4,964,636 1 7,799 — — 7,800

Issuance of Common Stock upon Exercise of Options — — 10,313 — 16 — — 16

Stock-based Compensation — — — — 532 — — 532

Balance as of September 30, 2025

15,000 $ — 39,405,301 $ 4 $ 439,381 $ ( 402,438 ) $ 73 $ 37,020

The accompanying notes are an integral part of the condensed consolidated financial statements.

ROCKWELL MEDICAL, INC.

AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(In thousands, except share amounts)

PREFERRED STOCK COMMON STOCK ADDITIONAL PAID-IN CAPITAL ACCUMULATED

DEFICIT ACCUMULATED

COMPREHENSIVE

(LOSS) INCOME TOTAL

COMPREHENSIVE INCOME TOTAL

STOCKHOLDERS'

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Net Loss — — — — — ( 1,515 ) — ( 1,515 )

Reclassification of Realized Gain on Available-for-Sale Investments — — — — — — ( 56 ) ( 56 )

Unrealized Gain on Available-for-Sale Investments — — — — — — 62 62

Issuance of Common Stock, net of Offering Costs/At-The-Market — — 358,210 — 560 — — 560

Vesting of Restricted Stock Units Issued, net of Taxes Withheld — — 67,657 — — — — —

Issuance of Warrant in connection with the Third Amendment (Note 11)

— — — — 247 — — 247

Vesting of Restricted Stock Units Issued, net of Taxes Withheld and Cancellations — — 200,983 — — — — —

Stock-based Compensation — — — — 445 — — 445

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15,000 $ — 34,257,903 $ 3 $ 430,652 $ ( 399,193 ) $ 60 $ 31,522

Net Income — — — — — 343 — 343

Reclassification of Realized Gains on Available-for-Sale Debt Instrument Investments Included in Net Income — — — — — — ( 25 ) ( 25 )

Foreign Currency Translation Adjustments — — — — — — ( 4 ) ( 4 )

Issuance of Common Stock, net of Offering Costs/At-the-Market Offering — — 1,350,169 — 2,203 — — 2,203

Vesting of Restricted Stock Units Issued, net of Taxes Withheld — — 123575 — — — — —

Stock-based Compensation — — — — 338 — — 338

Balance as of June 30, 2024

15,000 — 31,030,218 3 422,086 ( 398,586 ) ( 5 ) 23,498

Net Income — — — — — 1,664 — 1,664

Unrealized Gain on Available-for-Sale Investments — — — — — — 13 13

Issuance of Common Stock, net of offering costs/At-the-Market Offering — — 1,282,546 — 3,630 — — 3,630

Issuance of Common Stock upon Exercise of Options — — 6,042 — 9 — — 9

Stock-based Compensation — — — — 321 — — 321

Balance as of September 30, 2024

15,000 $ — 32,318,806 $ 3 $ 426,046 $ ( 396,922 ) $ 8 $ 29,135

The accompanying notes are an integral part of the condensed consolidated financial statements.

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(In thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Cash Flows From Operating Activities:

Net (Loss) Income $ ( 4,760 ) $ 276

Net Loss $ ( 1,605 ) $ ( 1,515 )

Adjustments To Reconcile Net Loss To Net Cash Used In Operating Activities:

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Write-off of Inventory — 178

Change in Inventory Reserves ( 61 ) 314

Non-cash Lease Expense from Right of Use Assets 512 518

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Realized Gain on Sale of Investments ( 120 ) ( 56 )

Gain on ROU early terminations ( 24 ) —

Changes in Operating Assets and Liabilities:

Changes in Assets and Liabilities:

Accounts Receivable ( 682 ) ( 1,379 )

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Deferred License Revenue — ( 475 )

Net Cash (Used In) Provided By Operating Activities ( 2,950 ) 3,337

Net Cash Used In Operating Activities ( 167 ) ( 3,487 )

Cash Flows From Investing Activities:

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Purchases of Equipment ( 425 ) ( 63 )

Proceeds from Sale of Equipment

Net Cash Used In Investing Activities ( 122 ) ( 1 )

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Payments on Insurance Financing Note Payable ( 198 ) ( 201 )

Payments on Financing Lease Liabilities ( 418 ) ( 416 )

Proceeds from Issuance of Common Stock 7,816 6,393

Payments on Finance Lease Liabilities ( 115 ) ( 146 )

Deferred Consideration Paid in Connection with Evoqua Asset Acquisition

( 500 ) ( 436 )

Net Cash Provided By Financing Activities 5,311 4,556

Effect of Exchange Rate Changes on Cash and Cash Equivalents — ( 4 )

Net (Decrease) Increase in Cash and Cash Equivalents ( 2,052 ) 3,355

Net Cash Used In Financing Activities ( 813 ) ( 783 )

Net Decrease in Cash and Cash Equivalents ( 1,102 ) ( 4,271 )

Cash and Cash Equivalents at Beginning of Period 10,711 15,662

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Cash Paid for Interest $ 193 $ 190

Supplemental Disclosure of Non-cash Investing and Financing Activities:

Issuance of Warrant in Connection with the Third Amendment as Debt Issuance Costs $ — $ 247

Supplemental Disclosure of Noncash Investing and Financing Activities:

Right of Use Assets - Operating Obtained in Exchange for Lease Liabilities - Operating $ 2,450 $ —

De-recognition of Lease Liability - Finance and ROU Asset - Finance upon early termination $ 228 $ —

Change in Unrealized Gain on Investments Available-for-Sale $ 2 $ 5

Increase in Prepaid Assets from Insurance Financing Note Payable $ 660 $ 670

Proceeds from Issuance of Common Stock Upon Exercise of Options in Accounts Receivable, net $ — $ 9

The accompanying notes are an integral part of the condensed consolidated financial statements.

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(the "Company", "Rockwell", or "Rockwell Medical") is a healthcare company that develops, manufactures, commercializes, and distributes a portfolio of hemodialysis products for dialysis providers worldwide.

Rockwell is a supplier of liquid and dry, acid and bicarbonate concentrates for dialysis patients in the United States.

Hemodialysis is the most common form of end-stage kidney disease treatment and is usually performed in freestanding outpatient dialysis centers, hospital-based outpatient centers, skilled nursing facilities, or a patient’s home.

Rockwell manufactures hemodialysis concentrates under current Good Manufacturing Practices ("cGMP") regulations at its facilities in Michigan and Texas, and manufactures dry acid concentrate mixers at its facility in Iowa.

The Company previously operated a manufacturing facility in South Carolina, but the Company concluded manufacturing at that manufacturing facility in the third quarter of 2025 as part of its ongoing efforts to streamline operations and improve efficiency.

Rockwell is a supplier of liquid and dry, acid and bicarbonate concentrates for dialysis patients.

Hemodialysis is the most common form of end-stage kidney disease treatment and is usually performed in freestanding outpatient dialysis centers, at hospital-based outpatient centers, skilled nursing facilities, or a patient’s home.

Rockwell manufactures hemodialysis concentrates under current Good Manufacturing Practices ("cGMP") at its two facilities in Michigan and Texas, and manufactures dry acid concentrate mixers at its facility in Iowa.

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.

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.

Our headquarters is located at 30142 Wixom Road, Wixom, Michigan 48393.

Our telephone number is (248) 960-9009 and our website is https://www.rockwellmed.com.

Liquidity and Capital Resources

As of September 30, 2025, Rockwell had approximately $ 23.7 million of cash, cash equivalents and investments available-for-sale, and net working capital of $ 27.9 million.

Net cash used in operating activities for the nine months ended September 30, 2025 was approximately $ 3.0 million.

Based on the currently available net working capital along with the expectation of management of its ability to execute on its operational plans as discussed below, 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.

As of March 31, 2026, Rockwell had approximately $ 23.9 million of cash, cash equivalents and investments available-for-sale, and working capital of $ 27.1 million.

Net cash used in operating activities for the three months ended March 31, 2026 was approximately $ 0.2 million.

Based on the currently available working capital along with the expectation of management of its ability to execute on its operational plans as discussed below, 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.

The Company continues to review its operational plans and execute on the acquisition of new customers, and has implemented cost containment activities.

The Company may require additional capital to sustain its operations and make the investments it needs to execute its strategic plan.

In addition, the Company's plans include raising capital, if needed, by using the $ 13.1 million available under its at-the-market ("ATM") facility or other methods or forms of financings, subject to existing limitations.

In addition, 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.

The Company is subject to certain covenants and cure provisions under its Loan Agreement (as defined below in Note 15) with Innovatus Life Sciences Lending Fund I, LP ("Innovatus"), which was amended on January 2, 2024 to include, among other things, an interest-only period for 30 months, or up to 36 months if certain conditions are met, and to extend the maturity date to January 1, 2029 (See Note 15 for further detail).

The Company has satisfied those conditions and will make interest-only payments for the full 36 months.

As of September 30, 2025, the Company was in compliance with all covenants.

In addition, the global macroeconomic environment is uncertain, and could be negatively affected by, among other things, changes in U.S.

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.

The Company is subject to certain covenants and cure provisions under its Loan Agreement (as defined below in Note 15) with Innovatus Life Sciences Lending Fund I, LP ("Innovatus"), which, on January 2, 2024, was amended to include, among other things, an interest-only period for 30 months, or up to 36 months if certain conditions are met, and to extend the maturity date to January 1, 2029 (See Note 15 for further detail).

The Company satisfied those conditions and will now make interest-only payments for the full 36 months.

As of March 31, 2026, the Company is in compliance with all covenants.

The global macroeconomic environment is uncertain, and could be negatively affected by, among other things, changes in U.S.

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 conflicts in the Middle East and other political tensions, and the occurrence of natural disasters and public health crises.

Such challenges have caused, and may continue to cause, recession fears, rising interest rates, foreign exchange volatility 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.

On July 4, 2025, the U.S.

119-21, a U.S.

federal statute passed by the 119th United States Congress that included tax and spending policies (the “Act”), which contains a broad range of tax reform provisions affecting businesses, including extending or reinstating certain provisions of the 2017 Tax Cuts and Jobs Act, tax relief measures, modifications of certain energy tax credits granted under the Inflation Reduction Act and limits on various tax deductions, among other key provisions.

The Company evaluated the Act and concluded it will not have a material impact on its condensed consolidated financial statements.

Rockwell has utilized a range of financing methods to fund its operations in the past;

however, current conditions in the financial and credit markets may limit the availability of funding or refinancing or increase the cost of funding.

however, current conditions in the financial and credit markets may limit the availability of funding, refinancing or increase the cost of funding.

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.

Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements

Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

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Securities and Exchange Commission (“SEC”) and on the same basis as the Company prepares its annual audited consolidated financial statements.

The condensed consolidated balance sheet at September 30, 2025, and the condensed consolidated statements of operations, comprehensive loss, changes in stockholders' equity, and cash flows for the three and nine months ended September 30, 2025 and 2024 are unaudited, but include all adjustments, consisting of normal recurring adjustments the Company considers necessary for a fair presentation of the financial position, operating results, and cash flows for the periods presented.

The results for the three and nine months ended September 30, 2025 are not necessarily indicative of results to be expected for the year ending December 31, 2025 or for any future interim period.

The condensed consolidated balance sheet at March 31, 2026, and the condensed consolidated statements of operations, comprehensive loss, changes in stockholders' equity, and cash flows for the three months ended March 31, 2026 and 2025 are unaudited, but include all adjustments, consisting of normal recurring adjustments the Company considers necessary for a fair presentation of the financial position, operating results, and cash flows for the periods presented.

The results for the three months ended March 31, 2026 are not necessarily indicative of results to be expected for the year ending December 31, 2026 or for any future interim period.

The condensed consolidated balance sheet at December 31, 2025 has been derived from audited financial statements;

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Actual results could differ from those estimates.

The most significant accounting estimates inherent in the preparation of the financial statements include estimates associated with revenue recognition and impairments of long-lived assets.

Restructuring and Other Charges

During the third quarter of 2025, the Company concluded manufacturing at its facility in Greer, South Carolina as part of its ongoing efforts to streamline operations and improve efficiency.

In the third quarter of 2025, the Company concluded manufacturing at its facility in Greer, South Carolina as part of its ongoing efforts to streamline operations and improve efficiency.

This was neither material to the Company’s overall financial position nor performance.

As a result, the Company incurred severance expense and other closure-related costs during the three and nine months ended September 30, 2025 of $ 0.5 million and $ 0.8 million, respectively, which were included in cost of sales on the accompanying condensed consolidated statements of operations.

No impairment losses were recorded, as the plant's assets were either fully depreciated prior to closure or transferred to other operating locations.

The closure is not expected to have a significant impact on the Company's future operations, and the restructuring activities associated with this closure are expected to be substantially completed by December 31, 2025.

Income (Loss) Per Share

Basic and diluted net income (loss) per share for the three and nine months ended September 30, 2025 and 2024 was calculated as follows:

Three Months Ended September 30, Nine Months Ended September 30,

The closure is not expected to have a significant impact on the Company's future operations, and the restructuring activities associated with this closure are substantially complete.

Loss Per Share

Basic and diluted net loss per share for the three months ended March 31, 2026 and 2025 was calculated as follows:

Three Months Ended March 31,

(In thousands, except share and per share amounts) 2026 2025

Net (Loss) Income $ ( 1,753 ) $ 1,664 $ ( 4,760 ) $ 276

Accretion of Series X Preferred Stock — — ( 153 ) —

Undistributed Earnings to Participating Securities — ( 233 ) — ( 40 )

Net (Loss) Income Attributable to Common Stockholders $ ( 1,753 ) $ 1,431 $ ( 4,913 ) $ 236

Net Loss $ ( 1,605 ) $ ( 1,515 )

Net Loss Attributable to Common Stockholders $ ( 1,605 ) $ ( 1,515 )

Weighted Average Number of Shares of Common Stock Outstanding - Basic and Diluted 39,418,302 34,107,640

Incremental Shares Attributable to the Assumed Exercise of Outstanding Options to Purchase Common Stock — 489,193 — 271,382

Incremental Shares Attributable to the Assumed Vesting of Unvested Restricted Stock Units — 318,046 — 282,340

Incremental Shares Attributable to the Assumed Exercise of Warrants — 61,124 — 12,154

Diluted Weighted Average Number of Shares of Common Stock Outstanding 36,024,940 32,420,168 34,817,973 31,013,464

Net (Loss) Income per Share Attributable to Common Stockholders - Basic and Diluted $ ( 0.05 ) $ 0.05 $ ( 0.14 ) $ 0.01

Diluted Net (Loss) Income per Share Attributable to Common Stockholders $ ( 0.05 ) $ 0.04 $ ( 0.14 ) $ 0.01

Net Loss per Share Attributable to Common Stockholders - Basic and Diluted $ ( 0.04 ) $ ( 0.04 )

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.

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.

converted method in the period of earnings.

The two-class method is an earnings allocation method that determines income (loss) per share (when there are earnings) for common stock and participating securities.

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The Company’s potentially dilutive securities include stock options, restricted stock awards and units, convertible preferred stock and warrants.

The following table includes the potential shares of common stock that were excluded from the

computation of diluted EPS attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

The following table includes the potential shares of common stock that were excluded from the computation of diluted EPS attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect:

Three Months Ended March 31,

Warrants to Purchase Common Stock 3,984,484 3,984,484

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Total 10,379,864 7,644,222

Adoption of Recent Accounting Pronouncements

Adoption of Recent Accounting Pronouncements and New Accounting Pronouncements

The Company continually assesses new accounting pronouncements to determine their applicability.

When it is determined a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a review to determine the consequences of the change to its consolidated financial statements and assures there are sufficient controls in place to ascertain the Company’s consolidated financial statements properly reflect the change.

In December 2023, the Financial Accounting Standards Board ("FASB") issued the Accounting Standards Update ("ASU") 2023-09, Improvements to Income Tax Disclosures , which updates income tax disclosures primarily related to the rate reconciliation and income taxes paid information.

This ASU also includes certain other amendments to improve the effectiveness of income tax disclosures.

The amendments in this ASU are effective for annual periods beginning after December 15, 2024.

The Company is currently assessing the impact this ASU will have on the consolidated financial statements and footnote disclosures.

Recently Adopted Accounting Pronouncements

In July 2025, the Financial Accounting Standards Board ("FASB") issued the Accounting Standards Update ("ASU") 2025-05, Financial Instruments - Credit Losses (Topic 326):

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.

The Company adopted this ASU on January 1, 2026, and the adoption did not have a material impact on the Company’s consolidated financial statements or footnote disclosures.

New Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

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The Company is currently assessing the impact this ASU will have on the consolidated financial statements and footnote disclosures.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326):

The guidance in this ASU is effective for fiscal years beginning after December 15, 2025 and for interim periods within those fiscal years.

Early adoption is permitted.

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.

The Company is currently assessing the impact this ASU will have on the consolidated financial statements and footnote disclosures .

Revenue Recognition

The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers , issued by the FASB .

The Company recognizes revenue under Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers , issued by the FASB .

The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services.

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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.

Certain distributors deduct distribution service fees from amounts due to the Company.

These fees, along with chargebacks arising from contracted pricing arrangements with certain end customers, are recorded as reductions of revenue.

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.

Chargeback 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.

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Rockwell's customer mix is diverse, with most customer sales concentrations under 10%.

For the three months ended September 30, 2025, revenues from sales to two customers, DaVita, Inc.

("DaVita") and another customer were approximately 12 % and 11 % of total revenues for the period, respectively, and 17 % and 10 % of total revenues for the nine months ended September 30, 2025, respectively.

For the three months ended September 30, 2024, revenues from DaVita was 52 % of total revenues for the period, and 47 % of total revenues for the nine months ended September 30, 2024.

At September 30, 2025, DaVita represented 12 % of the total net consolidated accounts receivable balance.

For the three months ended March 31, 2026, revenues from sales to two customers, Fresenius Medical Care North America ("Fresenius") and Nipro Medical Corporation, a subsidiary of Nipro Corporation Japan ("Nipro") were approximately 11 % and 10 % of total revenues for the period, respectively.

For the three months ended March 31, 2025, revenues from sales to two customers, DaVita, Inc.

("DaVita") and Fresenius were approximately 27 % and 10 % of total revenues for the period, respectively.

At March 31, 2026, Fresenius and Nipro each represented 17 % of the total net consolidated accounts receivable balance.

At December 31, 2025, DaVita represented 14 % of the total net consolidated accounts receivable balance.

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For other customers, the Company recognizes revenue based on when the customer takes control of the product upon delivery.

The amount of revenue recognized is based on the purchase order less returns and adjusted for any rebates, discounts, chargebacks or other amounts paid to customers estimated at the time of sale.

The amount of revenue recognized is based on the purchase order less returns and adjusted for any rebates, discounts, chargebacks or other amounts paid to customers

estimated at the time of sale.

Customers typically pay for the product based on customary business practices with payment terms averaging 30 days, while a small subset of customers have payment terms averaging 60 days.

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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.

During the nine months ended September 30, 2025, all remaining deferred

revenue relating to the distribution and license agreements was recognized, resulting in $ 0.3 million of revenue recorded.

During the three months ended March 31, 2025, all remaining deferred revenue relating to the distribution and license agreements was recognized, resulting in $ 0.3 million of revenue recorded.

All license agreements have been terminated.

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However , DaVita subsequently indicated that it will completely transition to another supplier, subject to further discussion between Rockwell and DaVita.

DaVita has agreed to quarterly, non-refundable payments totaling $ 1.7 million during the nine months ended September 30, 2025 to ensure supply continuity during the transition period for products purchased.

These quarterly, non-refundable payments of $ 0.4 million and $ 1.7 million were recorded as revenue during the three and nine months ended September 30, 2025, respectively.

Discussions between Rockwell and DaVita are ongoing and the Company continues to supply DaVita as of the filing date of this report.

DaVita agreed to non-refundable payments to ensure supply continuity during the transition period for products purchased, including quarterly, non-refundable payments totaling $ 2.0 million during the year ended December 31, 2025, of which $ 0.9 million was recorded as revenue during the three months ended March 31, 2025.

On December 23, 2025, DaVita and the Company extended the term of the Amended Agreement through December 31, 2026 (as amended, the " Second Extension Term") with an increase in product pricing during the Second Extension Term.

Disaggregation of revenue

Revenue is disaggregated by primary geographical market, major product line, and timing of revenue recognition.

In thousands Three Months Ended September 30, 2025 Nine Months Ended September 30, 2025

In thousands Three Months Ended March 31, 2026

Products By Geographic Area Total U.S.

Rest of World Total U.S.

Rest of World

Drug Revenues

License Fee – Over Time $ — $ — $ — $ 325 $ — $ 325

Total Drug Products — — — 325 — 325

Concentrate Products

Product Sales – Point-in-time 15,927 13,824 2,103 50,587 44,449 6,138

Total Concentrate Products 15,927 13,824 2,103 50,587 44,449 6,138

Concentrate Product Sales - Point-in-Time $ 17,336 $ 14,563 $ 2,773

Net Revenue $ 17,336 $ 14,563 $ 2,773

In thousands Three Months Ended September 30, 2024 Nine Months Ended September 30, 2024

In thousands Three Months Ended March 31, 2025

Products By Geographic Area Total U.S.

Rest of World Total U.S.

Rest of World

Drug Revenues

License Fee – Over Time $ 325 $ — $ 325

Total Drug Products 11 — 11 34 — 34

Concentrate Products

Product Sales – Point-in-time 28,305 26,247 2,058 76,790 70,390 6,400

Total Concentrate Products 28,305 26,247 2,058 76,790 70,390 6,400

Concentrate Product Sales - Point-in-Time 18,589 16,436 2,153

Net Revenue $ 18,914 $ 16,436 $ 2,478

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The following table provides information about receivables, contract assets, and contract liabilities from contracts with customers.

In thousands September 30, 2025 December 31, 2024 January 1, 2024

In thousands March 31, 2026 December 31, 2025 January 1, 2025

Accounts Receivable, net $ 8,825 $ 8,143 $ 8,291

Contract Liabilities, which are included in Deferred License Revenue $ — $ — $ 475

There were no other material contract assets recorded on the condensed consolidated balance sheets as of September 30, 2025 and December 31, 2024.

The Company does not generally accept returns of its concentrate products and no material provision for returns of concentrates products was established as of September 30, 2025 or December 31, 2024.

There were no other material contract assets recorded on the condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025.

The Company does not generally accept returns of its concentrate products and no material

provision for returns of concentrates products was established as of March 31, 2026 or December 31, 2025.

As of March 31, 2026 and December 31, 2025, the Company recorded an accrual for chargebacks and distribution fees of $ 0.7 million and $ 1.0 million, respectively, which are presented as an offset to accounts receivable in the accompanying condensed consolidated balance sheets.

Transaction price allocated to remaining performance obligations

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, was nil as of September 30, 2025.

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.

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Intangible Assets

Our customer relationship intangible asset relates to customer relationships acquired in connection with an acquisition executed on July 10, 2023 with Evoqua Water Technologies LLC ("Evoqua") (the "Evoqua Asset Acquisition").

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").

The details of our intangible assets subject to amortization are set forth below (in thousands):

September 30, 2025

March 31, 2026

Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount

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Customer Relationships 20 years $ 11,035 $ ( 1,379 ) $ 9,656

During each of the three months ended September 30, 2025 and 2024, the Company recorded amortization of its customer relationship intangible asset of $ 0.1 million.

During each of the nine months ended September 30, 2025 and 2024, the Company recorded amortization of its customer relationship intangible asset of $ 0.4 million.

Estimated future amortization expense on the Company's customer relationships intangible asset as of September 30, 2025 is as follows (table in thousands):

During each of the three months ended March 31, 2026 and 2025, the Company recorded amortization of its customer relationship intangible asset of $ 0.1 million.

Estimated future amortization expense on the Company's customer relationships intangible asset as of March 31, 2026 is as follows (table in thousands):

Year ending December 31:

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Deferred Consideration

A portion of the purchase price of the Evoqua Asset Acquisition was deferred on the acquisition date, with payment terms extending through April 2026.

During the three and nine months ended September 30, 2025, the Company made payments of $ 0.8 million and $ 1.6 million, respectively.

As of September 30, 2025, a deferred consideration liability of $ 1.8 million is presented in Deferred Consideration - Current on the accompanying condensed consolidated balance sheet.

A portion of the purchase price of the Evoqua Asset Acquisition was deferred on the acquisition date and is reflected in Deferred Consideration - Current on the condensed consolidated balance sheet, with payment terms extending through April 2026.

The Company made payments of $ 0.5 million and $ 0.4 million during the three months ended March 31, 2026 and 2025, respectively.

Investments - Available-for-Sale

Investments available-for-sale consisted of the following as of September 30, 2025 and December 31, 2024 (table in thousands):

September 30, 2025

Amortized Cost Unrealized Gain Fair Value

Investments available-for-sale consisted of the following as of March 31, 2026 and December 31, 2025 (table in thousands):

March 31, 2026

Amortized Cost Unrealized Gain Unrealized Loss Accrued Interest Fair Value

Available-for-Sale Securities

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December 31, 2025

Amortized Cost Unrealized Gain Fair Value

Amortized Cost Unrealized Gain Unrealized Loss Accrued Interest Fair Value

Available-for-Sale Securities

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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.

During the three and nine months ended September 30, 2025, the Company sold investments outstanding for a gain of $ 0.1 million and $ 0.2 million, respectively, which is included in realized gain on available-for-sale investments on the condensed consolidated statements of operations.

As of September 30, 2025, the Company's remaining available-for-sale securities are U.S.

During both of the three months ended March 31, 2026 and 2025, the Company sold investments outstanding for a gain of $ 0.1 million, which is included in realized gain on available-for-sale investments on the condensed consolidated statements of operations.

As of March 31, 2026, the Company's remaining available-for-sale securities are U.S.

Department of the Treasury bonds and are all due within one year.

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The accounting policies of the segment are the same as those described in the summary of significant accounting policies.

The CODM assesses performance for the segment and decides how to allocate resources based on net (loss) income that also is reported on the statements of operations and comprehensive loss as net loss.

The CODM assesses performance for the segment and decides how to allocate resources based on net loss that also is reported on the statements of operations and comprehensive loss as net loss.

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.

The measure of segment assets is reported on the balance sheets as total assets.

The measure of segment assets is reported on the condensed consolidated balance sheets as total assets.

ROCKWELL MEDICAL, INC.

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Notes to Condensed Consolidated Financial Statements

The Company’s significant segment expenses for its one segment for the three and nine months ended September 30, 2025 and 2024 consisted of the following (table in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

The Company’s significant segment expenses for its one segment for the three months ended March 31, 2026 and 2025 consisted of the following (table in thousands):

Three Months Ended March 31,

Net Sales $ 17,336 $ 18,914

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Administrative Costs 1,642 1,724

Operating (Loss) Income ( 1,584 ) 1,936 ( 4,293 ) 1,127

Operating Loss ( 1,480 ) ( 1,360 )

Other Income (Expense):

Realized Gain on Investments 61 — 181 51

Realized Gain on Available-for-Sale Investments 120 56

Interest Expense ( 282 ) ( 277 )

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Total Other Expense, net ( 125 ) ( 155 )

Net (Loss) Income $ ( 1,753 ) $ 1,664 $ ( 4,760 ) $ 276

Components of inventory, net of reserves, as of September 30, 2025 and December 31, 2024 were as follows (table in thousands):

September 30,

Net Loss $ ( 1,605 ) $ ( 1,515 )

Components of inventory, net of reserves, as of March 31, 2026 and December 31, 2025 were as follows (table in thousands):

2026 December 31,

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Finished Goods 1,215 1,377

Total Current Inventory 3,964 5,778

Inventory - Long Term (1)

Total Inventory $ 3,055 $ 3,424

(1) Represents inventory related to Triferic raw materials, which was expected to be utilized for the Company's international partnerships.

(See Note 4, Deferred License Revenue section).

During the nine months ended September 30, 2025, the Company wrote off this remaining inventory balance, resulting in an expense of $ 0.2 million recorded within cost of sales in the condensed consolidated statement of operations.

As of September 30, 2025 and December 31, 2024, Rockwell had total current concentrate inventory aggregating $ 4.4 million and $ 6.2 million, respectively, against which Rockwell had reserved $ 0.4 million and $ 0.5 million at September 30, 2025 and December 31, 2024, respectively.

ROCKWELL MEDICAL, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

As of March 31, 2026 and December 31, 2025, Rockwell had total current concentrate inventory aggregating $ 3.1 million and $ 3.4 million, respectively, against which Rockwell had reserved $ 25,000 at each period end.

Property and Equipment

As of September 30, 2025 and December 31, 2024, the Company’s property and equipment consisted of the following (table in thousands):

September 30,

As of March 31, 2026 and December 31, 2025, the Company’s property and equipment consisted of the following (table in thousands):

2026 December 31,

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Property and Equipment, net $ 4,328 $ 4,629

Depreciation and amortization expense for each of the three months ended September 30, 2025 and 2024 was $ 0.4 million.

Depreciation and amortization expense for each of the nine months ended September 30, 2025 and 2024 was $ 1.2 million.

During the three months ended March 31, 2026, the Company disposed of certain property and equipment, resulting in the derecognition of $ 1.7 million of gross assets and $ 1.4 million of accumulated depreciation, proceeds of $ 0.2 million from asset sales, and a net loss on disposal of $ 0.2 million.

Depreciation and amortization expense for each of the three months ended March 31, 2026 and 2025 was $ 0.4 million.

Accrued Liabilities

Accrued liabilities as of September 30, 2025 and December 31, 2024 consisted of the following (table in thousands):

September 30,

Accrued liabilities as of March 31, 2026 and December 31, 2025 consisted of the following (table in thousands):

2026 December 31,

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Accrued Unvouchered Receipts 880 814

Accrued Manufacturing Expense — 602

Accrued Workers Compensation 79 84

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If the Company’s common stock trades above $ 22.00 for a period of 30 calendar days, the accretion will thereafter cease.

As of September 30, 2025, a total of $ 0.5 million of the Series X Preferred Stock had been accreted, of which $ 0.2 million accreted during the nine months ended September 30, 2025.

As of March 31, 2026, 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).

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The Company will assess at each reporting period whether conditions have changed to now meet the mandatory redemption definition which could trigger liability classification.

As of each of September 30, 2025 and December 31, 2024, there were 2,000,000 shares of preferred stock, $ 0.0001 par value per share, authorized and 15,000 shares of preferred stock issued and outstanding.

As of September 30, 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 and awards, convertible preferred stock, and warrants (collectively, "common stock equivalents"):

As of September 30,

As of each of March 31, 2026 and December 31, 2025, there were 2,000,000 shares of preferred stock, $ 0.0001 par value per share, authorized and 15,000 shares of preferred stock issued and outstanding.

As of March 31, 2026 and 2025, 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 March 31,

Common Stock and Common Stock Equivalents:

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On April 8, 2022, the Company entered into a Sales Agreement (the "Sales Agreement") with Cantor Fitzgerald & Co.

(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.

(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.

333-259923) filed with the SEC on September 30, 2021 (the “Prior Registration Statement”).

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The offering and sale of such shares has been registered under the Securities Act of 1933, as amended.

During the three and nine months ended September 30, 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.

During the three months ended March 31, 2026, no shares were sold pursuant to the Sales Agreement.

Approximately $ 13.1 million remains available for sale under the ATM facility.

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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.

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 is being amortized through interest expense over the remaining contractual term of the Term Loans, as defined and described in Note 15.

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 Loans, as defined and described in Note 15.

On July 10, 2023, the Company entered into a letter agreement (the “Letter Agreement”) with Armistice Capital Master Fund Ltd.

(“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.

The Reload Warrant may be exercised at all times prior to the 54 months anniversary of its issuance date.

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.

ROCKWELL MEDICAL, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

Stock-Based Compensation

The Company recognized total stock-based compensation expense during the three and nine months ended September 30, 2025 and 2024 as follows (table in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

The Company recognized total stock-based compensation expense during the three months ended March 31, 2026 and 2025 as follows (table in thousands):

Three Months Ended March 31,

Service-based Awards:

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Performance-based Restricted Stock Awards

A summary of the Company’s performance-based restricted stock awards during the nine months ended September 30, 2025 is as follows:

A summary of the Company’s performance-based restricted stock awards during the three months ended March 31, 2026 is as follows:

Performance-based Restricted Stock Awards Number of Shares Weighted Average

Unvested at January 1, 2026 891 $ 62.70

Unvested at September 30, 2025 891 $ 62.70

Forfeited ( 891 ) $ 62.70

Unvested at March 31, 2026 — $ —

Performance-based restricted stock awards are measured based on their fair value on the date of grant and amortized over the vesting period of 20 months.

As of September 30, 2025, there is no unrecognized stock-based compensation expense related to performance-based restricted stock awards.

As of March 31, 2026, there is no unrecognized stock-based compensation expense related to performance-based restricted stock awards.

Restricted Stock Units - Market Condition

During the nine months ended September 30, 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.

In May 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.

The RSU-MCs are subject to both service and market based vesting conditions.

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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.

The RSU-MCs qualify as equity instruments and are accounted for under ASC 718, Compensation, Stock Compensation ("ASU 718").

The stock-based compensation expense recorded in connection with the RSU-MCs was $ 0.1 million for the three and nine months ended September 30, 2025.

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:

Exercise price $ 1.07

Expected stock price volatility 93.0 %

Risk-free interest rate 4.0 %

Term (years) 2.50

ROCKWELL MEDICAL, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

The RSU-MCs qualify as equity instruments and are accounted for under ASC 718, Compensation, Stock Compensation .

The unrecognized stock-based compensation expense recorded in connection with the RSU-MCs was $ 0.4 million at March 31, 2026, which is expected to be recognized over the next 2.14 years.

Service-based Restricted Stock Units

A summary of the Company’s service-based restricted stock units during the nine months ended September 30, 2025 and 2024 is as follows:

There were no service-based restricted stock units granted during the three months ended March 31, 2026 or 2025.

A summary of the Company’s service-based restricted stock units during the three months ended March 31, 2026 is as follows:

Service-based Restricted Stock Units Number of Shares Weighted Average

Grant-Date Fair Value

Unvested at January 1, 2026 1,156,660 $ 1.11

Granted 1,000,000 1.07

Vested ( 83,330 ) 1.39

Unvested at September 30, 2025 1,166,660 $ 1.12

Unvested at March 31, 2026 1,073,330 $ 1.09

ROCKWELL MEDICAL, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

The fair value of service-based restricted stock units is measured on the date of grant and amortized over the vesting period.

The vesting periods range from one to three years .

As of September 30, 2025, the unrecognized stock-based compensation expense was $ 0.9 million, which is expected to be recognized over the next 1.4 years.

As of March 31, 2026, the unrecognized stock-based compensation expense was $ 0.5 million, which is expected to be recognized over the next 1.02 years.

Service-based Stock Option Awards

The fair value of the service-based stock option awards granted during the nine months ended September 30, 2025 and 2024 were based on the following assumptions:

Nine Months Ended September 30, 2025 Nine Months Ended September 30, 2024

Exercise price $ 1.07 - $ 1.26

$ 1.39 - $ 1.80

Expected stock price volatility 90.4 % - 91.2 %

Risk-free interest rate 3.74 % - 4.14 %

4.31 % - 4.45 %

Term (years) 5.62 - 5.86

A summary of the Company’s service-based stock option activity for the nine months ended September 30, 2025 is as follows:

There were no service-based stock option awards granted during the three months ended March 31, 2026 or 2025.

A summary of the Company’s service-based stock option activity for the three months ended March 31, 2026 is as follows:

Service-based Stock Option Awards Shares

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Outstanding at January 1, 2026 3,276,564 $ 2.64

Granted 1,502,500 1.07

Exercised ( 10,313 ) 1.48

Forfeited ( 43,832 ) 1.19

Expired ( 32,683 ) 10.32

Outstanding at September 30, 2025

Outstanding at March 31, 2026

3,200,049 $ 2.56 7.83 $ 3

Exercisable at September 30, 2025

Exercisable at March 31, 2026

1,182,664 $ 4.77 6.44 $ —

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.

As of September 30, 2025, total stock-based compensation expense related to unvested options not yet recognized totaled approximately $ 1.2 million, which is expected to be recognized over the next 2.5 years.

As of March 31, 2026, total stock-based compensation expense related to unvested options not yet recognized totaled approximately $ 0.7 million, which is expected to be recognized over the next 2.06 years.

Commitments and Contingencies

From time to time, the Company has been or may become a party to various disputes, legal actions, proceedings and investigations involving claims incidental to the conduct of its business, including actions by customers, employees, government

ROCKWELL MEDICAL, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

entities and third parties.

Due to the contract-intensive nature of the Company's business, the Company has been or may in the future become involved in disputes or legal actions with its contract counterparties, which could have a negative impact on the Company's business, results of operations or financial condition.

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Ajay Gupta, a former Officer of the Company.

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.

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.

The Charak Amendment amends the royalty payments due to Charak under the 2002 Agreement such that the Company is liable to pay Charak royalties on net sales by the Company of products developed under the license, which includes the Company’s Triferic product, at a specified rate until December 31, 2021 and thereafter at a reduced rate from January 1, 2022 until February 1, 2034.

Additionally, the Company is required to pay Charak a percentage of any sublicense income during the term of the agreement, which cannot 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 can be no 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 Commercialization and Technology License Agreement IV Triferic dated as of October 7, 2018 (the “IV Agreement”), under which Charak granted the Company an exclusive, sub-licensable, royalty-bearing license to SFP for the purpose of commercializing certain intravenous-delivered products incorporating SFP for the treatment of iron disorders worldwide for a term that expires on the later of February 1, 2034 or upon the expiration or termination of a valid claim of a licensed patent.

The Company was liable to pay Charak royalties on net sales by the Company of products developed under the license at a specified rate until December 31, 2021.

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.

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.

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.

The license grant under the TPN Agreement continues for a term that expires on the later of February 1, 2034 or upon the expiration or termination of a valid claim of a licensed patent.

During the term of the TPN Agreement, the Company is liable to pay Charak a base royalty 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.

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.

The potential milestone payments are not considered probable, and no milestone payments have been accrued as of September 30, 2025 and December 31, 2024.

Pursuant to the Charak MSA, the parties entered into three additional agreements related to the license of certain soluble ferric pyrophosphate (“SFP”) intellectual property owned by Charak.

These agreements granted the Company an exclusive, worldwide, non-transferable license to SFP for the purpose of commercializing (i) SFP for the treatment of patients with renal failure, (ii) certain intravenous-delivered products incorporating SFP for the treatment of iron disorders, and (iii) certain TPN products incorporating SFP.

The potential milestone payments are not considered probable, and no milestone payments have been accrued as of March 31, 2026 and December 31, 2025.

Rockwell leases its production facilities and administrative offices as well as certain equipment used in its operations including leases on transportation equipment used in the delivery of its products.

The lease terms range from monthly to six

The lease terms range from monthly to six years .

Rockwell occupies a 51,000 square foot facility and a 17,500 square foot facility in Wixom, Michigan under a lease expiring in August 2027.

During March 2024, the lease for the Wixom facilities was extended by three years to August 2027, which was accounted for as a modification.

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.

During the nine months ended September 30, 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 condensed consolidated balance sheets.

Rockwell also occupies a 51,000 square foot facility in Grapevine, Texas.

The lease, which previously expired in December 2025, was extended in January 2026 for a 62-month term through February 2031, resulting in the recognition of a right-of-use asset and corresponding lease liability of approximately $ 2.5 million.

Additionally, Rockwell occupies a lease for a 16,800 square foot storage facility in Allentown, Pennsylvania, that expires in April 2030.

The following summarizes quantitative information about the Company’s operating and finance leases (table in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Operating Leases

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Financing Cash Flows from Finance Leases $ 115 $ 146

September 30,

2025 September 30,

Weighted-average Remaining Lease Term – Operating Leases 3.8 2.2

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Loan and Security Agreement

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").

Funding of the first $ 22.5 million tranche was completed on March 16, 2020.

The Company is no longer eligible to draw on additional tranches, which were tied to the achievement of certain milestones.

Net draw down proceeds were $ 21.2 million with closing costs of $ 1.3 million.

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 condensed consolidated statements of operations.

In connection with each funding of the Term Loans, the Company was required to issue 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 Loan funded divided by the exercise price.

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.

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The Company calculated the fair value of the Warrant using the Black-Scholes model.

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.

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").

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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.

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 condensed consolidated statements of operations.

The Term Loans may be voluntarily prepaid in full (but not partially) at any time, upon at least seven business days’ prior notice.

In connection with any voluntary prepayment or satisfaction of the Term Loans prior to the maturity date (including any acceleration), the Company will pay all accrued and unpaid interest and all other amounts due in connection with the Term Loans, together with (x) a prepayment fee (the “Prepayment Fee”) equal to:

(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, and (y) the Final Fee.

(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.

The Term Loans will be mandatorily prepaid upon a change in control of the Company, or upon any early termination/acceleration of the Term Loans.

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.

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.

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If the Company is unable to comply with the covenants under the Third Amendment, it would pursue all available cure options in order to regain compliance.

However, the Company may not be able to mutually agree with Innovatus on appropriate remedies to cure a future

breach of a covenant, which could give rise to an event of default.

As of September 30, 2025, the Company was in compliance with all covenants under the Third Amendment.

However, the Company may not be able to mutually agree with Innovatus on appropriate remedies to cure a future breach of a covenant, which could give rise to an event of default.

As of March 31, 2026, the Company was in compliance with all covenants under the Third Amendment.

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.

The warrant is equity-classified with a fair value of $ 0.2 million at issuance, which was treated as a debt issuance cost and is being amortized through interest expense over the remaining contractual term of the Term Loan.

For additional information, see Note 11.

The effective interest rate used to amortize the debt issuance cost relating to these warrants is 11.0 % as of September 30, 2025.

For each of the three months ended September 30, 2025 and 2024, interest expense amounted to $ 0.2 million.

For the nine months ended September 30, 2025 and 2024, interest expense amounted to $ 0.7 million and $0.7 million respectively.

As of September 30, 2025, the outstanding balance of the Term Loans was $ 8.7 million, net of unamortized issuance costs and discount of $ 0.5 million, and including $ 0.8 million of premium accretion, and paid-in-kind interest of $ 0.3 million.

The effective interest rate used to amortize the debt issuance cost relating to these warrants is 11.0 % as of March 31, 2026.

As of March 31, 2026, the outstanding balance of the Term Loans was $ 8.9 million, net of aggregate unamortized issuance costs, discounts and premiums of $ 1.3 million.

For both of the three months ended March 31, 2026 and 2025, interest expense, including paid-in-kind interest, amounted to $ 0.3 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.

The following table reflects the schedule of principal payments on the Term Loans as of September 30, 2025 (table in thousands):

September 30, 2025

The following table reflects the schedule of principal payments on the Term Loans as of March 31, 2026 (table in thousands):

Year Principal Payments

2026 (Remaining) $ —

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Total Debt Maturities 9,430

Unamortized Issuance Costs and Discount, net ( 610 )

Term Loan - Long-Term, net $ 8,737

Unamortized Issuance Costs and Discount ( 516 )

Total Debt Maturities, net of Unamortized Issuance Costs and Discount 8,914

Current Portion of Term Loans ( 707 )

Term Loans, net $ 8,207

Insurance Financing Note Payable

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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.

As of September 30, 2025, the Company's insurance financing note payable balance was $ 0.5 million.

As of March 31, 2026, the Company's insurance financing note payable balance was $ 0.1 million.

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, which required an upfront payment of $ 0.2 million.

Principal and interest payments related to this note began on July 3, 2024 and were paid in 10 equal monthly payments of $ 0.1 million, with the final payment due on April 3, 2025.

During the nine months ended September 30, 2025, the Company's insurance financing note payable balance was paid in full.

Principal and interest payments related to this note began on July 3, 2024 and were paid in 10 equal monthly payments of $ 0.1 million, with the final payment paid on April 3, 2025.

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

What changed 10-Q

Item 1. Financial Statements