What changed in this filing

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Item 1. Financial Statements

2026-08-13 compared with 2026-05-07 · 158 added, 111 removed, 505 unchanged (35% of the section changed)

35 unchanged sentences

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

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

15,000 shares issued and outstanding at June 30, 2026 and December 31, 2025

Common Stock, $ 0.0001 par value;

170,000,000 shares authorized;

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

3,972,029 and 3,940,530 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively

Additional Paid-in Capital 440,724 439,842

8 unchanged sentences

(In thousands, except share and per share amounts)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Net Sales $ 17,780 $ 16,071 $ 35,116 $ 34,985

1 unchanged sentence

Gross Profit 3,243 2,503 6,140 5,545

Research and Product Development 40 — 40 —

Selling and Marketing 577 572 1,144 1,283

14 unchanged sentences

(In thousands)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Net Loss $ ( 1,172 ) $ ( 1,492 ) $ ( 2,777 ) $ ( 3,007 )

17 unchanged sentences

Unrealized Gain on Available-for-Sale Investments — — — — — — 122 122

Vesting of Restricted Stock Units Issued, net of Taxes Withheld and Cancellations — — 64,997 — — — — —

Vesting of Restricted Stock Units Issued, net of Taxes Withheld — — 6,499 — — — — —

Stock-based Compensation — — — — 479 — — 479

1 unchanged sentence

15,000 $ — 3,947,029 $ — $ 440,321 $ ( 404,597 ) $ 133 $ 35,857

Net Loss — — — — — ( 1,172 ) — ( 1,172 )

Reclassification of Realized Gain on Available-for-Sale Investments — — — — — — ( 130 ) ( 130 )

Unrealized Gain on Available-for-Sale Investments — — — — — — 127 127

Vesting of Restricted Stock Units Issued, net of Taxes Withheld — — 25,000 — — — — —

Stock-based Compensation — — — — 403 — — 403

Balance as of June 30, 2026

15,000 $ — 3,972,029 $ — $ 440,724 $ ( 405,769 ) $ 130 $ 35,085

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

8 unchanged sentences

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

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

Vesting of Restricted Stock Units Issued, net of Taxes Withheld — — 20,098 — — — — —

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

1 unchanged sentence

15,000 $ — 3,425,790 $ — $ 430,655 $ ( 399,193 ) $ 60 $ 31,522

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

Reclassification of Realized Gains 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 — — 17,244 — — — — —

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

Balance as of June 30, 2025

15,000 $ — 3,443,034 $ — $ 431,037 $ ( 400,685 ) $ 57 $ 30,409

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

3 unchanged sentences

(In thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash Flows From Operating Activities:

Net Loss $ ( 2,777 ) $ ( 3,007 )

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

Adjustments To Reconcile Net Loss To Net Cash Provided By (Used In) Operating Activities:

Depreciation and Amortization 1,003 1,102

13 unchanged sentences

Deferred License Revenue — ( 475 )

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

Change in Accounts Receivable Reserve for Chargebacks ( 450 ) —

Net Cash Provided By (Used In) Operating Activities 1,913 ( 1,643 )

Cash Flows From Investing Activities:

18 unchanged sentences

Change in Unrealized Gain on Investments Available-for-Sale $ ( 1 ) $ 3

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

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

10 unchanged sentences

Rockwell was incorporated in the state of Michigan in 1996 and re-domiciled to the state of Delaware in 2019.

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

Our headquarters is located at 30142 S.

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 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.

As of June 30, 2026, Rockwell had approximately $ 24.8 million of cash, cash equivalents and investments available-for-sale, and working capital of $ 25.2 million.

Net cash provided by operating activities for the six months ended June 30, 2026 was approximately $ 1.9 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.

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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.

As of June 30, 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.

10 unchanged sentences

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 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 June 30, 2026, and the condensed consolidated statements of operations, comprehensive loss and, changes in stockholders' equity for the three and six months ended June 30, 2026 and 2025, and the statement of cash flows for the six months ended June 30, 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 six months ended June 30, 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;

10 unchanged sentences

Actual results could differ from those estimates.

Restructuring and Other Charges

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.

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 substantially complete.

Reverse Stock Split

On July 1, 2026, the Company effected a one-for-ten (1-for-10) reverse stock split of its common stock.

All share and per-share amounts for all periods presented in these condensed consolidated financial statements — including common shares outstanding, weighted-average shares outstanding, net loss per share, and the shares underlying stock options, restricted stock units, warrants, and the conversion of the Series X Convertible Preferred Stock — have been retrospectively adjusted to reflect the reverse stock split.

The par value and the number of authorized shares of common stock were unchanged.

The reduction in issued and outstanding shares resulting from the reverse stock split was recorded as a reclassification between common stock and additional paid-in capital, with no change to total stockholders' equity.

See Note 17 for further information.

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,

Basic and diluted net loss per share for the three and six months ended June 30, 2026 and 2025 was calculated as follows:

Three Months Ended June 30, Six Months Ended June 30,

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

Net Loss $ ( 1,172 ) $ ( 1,492 ) $ ( 2,777 ) $ ( 3,007 )

Accretion of Series X Preferred Stock ( 155 ) ( 153 ) ( 155 ) ( 153 )

Net Loss Attributable to Common Stockholders $ ( 1,327 ) $ ( 1,645 ) $ ( 2,932 ) $ ( 3,160 )

2 unchanged sentences

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.

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.

3 unchanged sentences

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,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Warrants to Purchase Common Stock 398,448 398,448 398,448 398,448

10 unchanged sentences

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.

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.

24 unchanged sentences

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

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.

See below for additional information regarding the Company's contract with DaVita.

For the three months ended June 30, 2026, revenues from sales to three customers, Customer A, Customer B and Customer C were approximately 8 %, 9 % and 11 % of total revenues for the period, respectively, and 7 %, 10 % and 10 % of total revenues for the six months ended June 30, 2026, respectively.

For the three months ended June 30, 2025, revenues from sales to three customers, Customer A, Customer B and Customer C were approximately 11 %, 10 % and 11 % of total revenues for the period, respectively, and 20 %, 10 % and 9 % of total revenues for the six months ended June 30, 2025, respectively.

At June 30, 2026, Customer B and Customer C represented

13 % and 17 % of the total net consolidated accounts receivable balance, respectively.

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

Product Sales

2 unchanged sentences

The stand-alone selling prices are determined based on the cost plus margin approach.

Drug and dialysis concentrate products are sold directly to dialysis clinics and to wholesale distributors in both domestic and international markets.

Dialysis concentrate and ancillary products are sold directly to dialysis clinics and to wholesale distributors in both domestic and international markets.

Distribution and license agreements for which upfront fees are received are evaluated upon execution or modification of the agreement to determine if the agreement creates a separate performance obligation from the underlying product sales.

4 unchanged sentences

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.

1 unchanged sentence

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 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.

During the six months ended June 30, 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.

Product Purchase Agreement

On September 18, 2023, Rockwell and its long-time customer, DaVita, a provider of kidney care, entered into an Amended and Restated Products Purchase Agreement (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.

On September 18, 2023, Rockwell and DaVita, Inc.

("DaVita") entered into an Amended and Restated Products Purchase Agreement (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.

Under the Amended Agreement, the Company and DaVita agreed to an increase in product pricing, effective September 1, 2023.

2 unchanged sentences

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

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.

DaVita agreed to non-refundable payments to ensure supply continuity during the transition period for products purchased, including quarterly, non-refundable payments totaling $ 1.3 million during the year ended December 31, 2025, of which $ 0.3 million and $ 1.3 million were recorded as revenue during the three and six months ended June 30, 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.

1 unchanged sentence

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

In thousands Three Months Ended March 31, 2026

In thousands Three Months Ended June 30, 2026 Six Months Ended June 30, 2026

Products By Geographic Area Total U.S.

Rest of World Total U.S.

Rest of World

1 unchanged sentence

Net Revenue $ 17,780 $ 15,131 $ 2,649 $ 35,116 $ 29,694 $ 5,422

In thousands Three Months Ended March 31, 2025

In thousands Three Months Ended June 30, 2025 Six Months Ended June 30, 2025

Products By Geographic Area Total U.S.

Rest of World Total U.S.

Rest of World

4 unchanged sentences

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

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

In thousands June 30, 2026 December 31, 2025 January 1, 2025

Accounts Receivable, net $ 8,305 $ 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 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 March 31, 2026.

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.

There were no other material contract assets recorded on the condensed consolidated balance sheets as of June 30, 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 June 30, 2026 or December 31, 2025.

As of June 30, 2026 and December 31, 2025, the Company recorded an accrual for chargebacks and distribution fees of $ 0.6 million and $ 1.1 million, respectively, which are presented as an offset to accounts receivable in the accompanying condensed consolidated balance sheets.

Intangible Assets and Deferred Consideration

2 unchanged sentences

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

March 31, 2026

June 30, 2026

Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount

3 unchanged sentences

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

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):

ROCKWELL MEDICAL, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

During each of the three months ended June 30, 2026 and 2025, the Company recorded amortization of its customer relationship intangible asset of $ 0.1 million.

During each of the six months ended June 30, 2026 and 2025, the Company recorded amortization of its customer relationship intangible asset of $ 0.3 million.

Estimated future amortization expense on the Company's customer relationships intangible asset as of June 30, 2026 is as follows (table in thousands):

Year ending December 31:

2 unchanged sentences

Total $ 9,380

ROCKWELL MEDICAL, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

Deferred Consideration

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.

A portion of the purchase price of the Evoqua Asset Acquisition was deferred on the acquisition date and is reflected in Deferred Consideration of $0 as of June 30, 2026 on the condensed consolidated balance sheet, with payment terms extending through April 2026.

The Company made payments of $ 0.5 million and $ 1.0 million, respectively, during the three and six months ended June 30, 2026, which satisfied the remaining deferred consideration liability.

The Company made payments of $ 0.4 million and $ 0.9 million, respectively, during the three and six months ended June 30, 2025.

Investments - Available-for-Sale

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

March 31, 2026

Investments available-for-sale consisted of the following as of June 30, 2026 and December 31, 2025 (table in thousands):

June 30, 2026

Amortized Cost Unrealized Gain Unrealized Loss Accrued Interest Fair Value

6 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.

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.

During the three and six months ended June 30, 2026, the Company sold investments outstanding for a gain of $ 0.1 million and $ 0.3 million, respectively.

During the three and six months ended June 30, 2025, the Company sold investments outstanding for a gain of $ 0.1 million.

These gains are included in realized gain on available-for-sale investments on the condensed consolidated statements of operations.

As of June 30, 2026, the Company's remaining available-for-sale securities are U.S.

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

Segment Reporting

ROCKWELL MEDICAL, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

Operating segments are defined as components of an entity about which discrete financial information is evaluated regularly by the Company's Chief Operating Decision Maker ("CODM") in deciding how to allocate resources and assess performance.

Rockwell operates in one market segment, the hemodialysis market, which involves the manufacture, sale and distribution of hemodialysis products to hemodialysis clinics, including pharmaceutical, dialysis concentrates, dialysis kits and other ancillary products used in the dialysis process.

Rockwell operates in one market segment, the hemodialysis market, which involves the manufacture, sale and distribution of hemodialysis products to hemodialysis clinics, including dialysis concentrates and other ancillary products used in the dialysis process.

Accordingly, the Company has one reportable segment.

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

ROCKWELL MEDICAL, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

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,

The Company’s significant segment expenses for its one segment for the three and six months ended June 30, 2026 and 2025 consisted of the following (table in thousands):

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Net Sales $ 17,780 $ 16,071 $ 35,116 $ 34,985

10 unchanged sentences

Net Loss $ ( 1,172 ) $ ( 1,492 ) $ ( 2,777 ) $ ( 3,007 )

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

Components of inventory, net of reserves, as of June 30, 2026 and December 31, 2025 were as follows (table in thousands):

2026 December 31,

4 unchanged sentences

Total Inventory $ 2,817 $ 3,424

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.

As of June 30, 2026 and December 31, 2025, Rockwell had total current concentrate inventory aggregating $ 2.8 million and $ 3.4 million, respectively, against which Rockwell had reserved $ 25.0 thousand at each period end.

ROCKWELL MEDICAL, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

Property and Equipment

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

As of June 30, 2026 and December 31, 2025, the Company’s property and equipment consisted of the following (table in thousands):

2026 December 31,

4 unchanged sentences

Total Property and Equipment 13,502 15,350

Accumulated Depreciation and Amortization ( 9,734 ) ( 10,721 )

Accumulated Depreciation ( 8,880 ) ( 10,721 )

Property and Equipment, net $ 4,622 $ 4,629

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.

During the six months ended June 30, 2026, the Company disposed of certain property and equipment, resulting in the derecognition of $ 2.9 million of gross assets and $ 2.6 million of accumulated depreciation, proceeds of $ 0.2 million from asset sales, and a net loss on disposal of $ 0.1 million.

Depreciation and amortization expense for the three months ended June 30, 2026 and 2025 was $ 0.4 million and $ 0.4 million, respectively.

Depreciation and amortization expense for the six months ended June 30, 2026 and 2025 was $ 0.7 million and $ 0.8 million, respectively.

Accrued Liabilities

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

Accrued liabilities as of June 30, 2026 and December 31, 2025 consisted of the following (table in thousands):

2026 December 31,

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If the Company’s common stock trades above $ 220.00 for a period of 30 calendar days, the accretion will thereafter cease.

As of March 31, 2026, a total of $ 0.5 million of the Series X Preferred Stock had been accreted.

As of June 30, 2026, a total of $ 0.6 million of the Series X Preferred Stock had been accreted of which $ 0.2 million was accreted during the three and six months ended June 30, 2026 and 2025.

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 $ 110.00 per share (subject to adjustment for future stock splits, reverse stock splits and similar recapitalization events).

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In addition, any debt financing is limited by the terms of our SPA with DaVita.

Specifically, until DaVita holds less than 50 % of its original investment in the Company's Series X Convertible Preferred Stock, the Company may only incur additional debt in the form of a purchase money loan, a working capital line of up to $ 5 million or to refinance existing debt, unless DaVita consents.

Specifically, until DaVita holds less than 50 % of its original investment in the Company's Series X Convertible Preferred Stock,

the Company may only incur additional debt in the form of a purchase money loan, a working capital line of up to $ 5 million or to refinance existing debt, unless DaVita consents.

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.

1 unchanged sentence

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 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,

As of each of June 30, 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 June 30, 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 June 30,

Common Stock and Common Stock Equivalents:

14 unchanged sentences

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

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

During the three and six months ended June 30, 2026, no shares were sold pursuant to the Sales Agreement.

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

2 unchanged sentences

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.

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.

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.

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

2 unchanged sentences

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 months ended March 31, 2026 and 2025 as follows (table in thousands):

Three Months Ended March 31,

The Company recognized total stock-based compensation expense during the three and six months ended June 30, 2026 and 2025 as follows (table in thousands):

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

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 three months ended March 31, 2026 is as follows:

A summary of the Company’s performance-based restricted stock awards during the six months ended June 30, 2026 is as follows:

Performance-based Restricted Stock Awards Number of Shares Weighted Average

1 unchanged sentence

Forfeited ( 89 ) $ 627.00

Unvested at March 31, 2026 — $ —

Unvested at June 30, 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 March 31, 2026, there is no unrecognized stock-based compensation expense related to performance-based restricted stock awards.

As of June 30, 2026, there is no unrecognized stock-based compensation expense related to performance-based restricted stock awards.

Restricted Stock Units - Market Condition

4 unchanged sentences

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.

The unrecognized stock-based compensation expense recorded in connection with the RSU-MCs was $ 0.4 million at June 30, 2026, which is expected to be recognized over the next 1.89 years.

ROCKWELL MEDICAL, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

Service-based Restricted Stock Units

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:

A summary of the Company’s service-based restricted stock units during the six months ended June 30, 2026 is as follows:

Service-based Restricted Stock Units Number of Shares Weighted Average

2 unchanged sentences

Vested ( 38,332 ) 11.40

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

ROCKWELL MEDICAL, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

Unvested at June 30, 2026 77,334 $ 11.00

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 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.

As of June 30, 2026, the unrecognized stock-based compensation expense was $ 0.4 million, which is expected to be recognized over the next 0.86 years.

Service-based Stock Option Awards

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:

A summary of the Company’s service-based stock option activity for the six months ended June 30, 2026 is as follows:

Service-based Stock Option Awards Shares

8 unchanged sentences

Expired ( 4,311 ) 81.60 —

Outstanding at March 31, 2026

Outstanding at June 30, 2026

318,493 $ 25.70 7.60 $ —

Exercisable at March 31, 2026

Exercisable at June 30, 2026

171,876 $ 36.20 7.04 $ —

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 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.

As of June 30, 2026, total stock-based compensation expense related to unvested options not yet recognized totaled approximately $ 0.5 million, which is expected to be recognized over the next 1.84 years.

Commitments and Contingencies

7 unchanged sentences

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.

The potential milestone payments are not considered probable, and no milestone payments have been accrued as of June 30, 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.

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Operating Leases

58 unchanged sentences

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.

As of June 30, 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 19,109 shares of the Company’s common stock.

1 unchanged sentence

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 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 effective interest rate used to amortize the debt issuance cost relating to these warrants is 11.0 % as of June 30, 2026.

As of June 30, 2026, the outstanding balance of the Term Loans was $ 9.0 million, net of aggregate unamortized issuance costs, discounts and premiums of $ 0.5 million.

For both of the six months ended June 30, 2026 and 2025, interest expense, including paid-in-kind interest, amounted to $ 0.5 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 March 31, 2026 (table in thousands):

The following table reflects the schedule of principal payments on the Term Loans as of June 30, 2026 (table in thousands):

Year Principal Payments

8 unchanged sentences

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.

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

Principal and interest payments related to this note began on July 3, 2025 and were paid in 10 equal monthly payments of $ 0.1 million, with the final payment paid on April 3, 2026.

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 paid on April 3, 2025.

ROCKWELL MEDICAL, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

Subsequent Events

On July 1, 2026, the Company effected a one-for-ten (1-for-10) reverse stock split of its common stock.

The reverse stock split was approved by the Company's stockholders at the annual meeting held on June 12, 2026, and became effective at 12:01 a.m.

Eastern Time on July 1, 2026.

At the effective time, every ten shares of the Company's issued and outstanding common stock were combined into one issued and outstanding share of common stock.

The par value of the common stock remained $ 0.0001 per share, and the number of authorized shares of common stock was unchanged.

No fractional shares were issued in connection with the reverse stock split.

In lieu of any fractional share, each stockholder who would otherwise have been entitled to a fractional share received a cash payment (without interest) equal to the fraction of a share to which the stockholder would otherwise have been entitled multiplied by the closing price of the common stock on June 30, 2026, as adjusted for the reverse stock split ratio.

In accordance with the terms of the respective instruments, proportionate adjustments were made to (i) the number of shares subject to, and the exercise or grant prices of, outstanding equity awards and the shares reserved for issuance under the Company's equity incentive plans, (ii) the conversion price of, and the number of shares of common stock issuable upon conversion of, the Company's Series X Convertible Preferred Stock, and (iii) the exercise prices of, and the number of shares of common stock issuable upon exercise of, the Company's outstanding warrants.

The common stock began trading on a split-adjusted basis on the Nasdaq Capital Market at the open of trading on July 1, 2026, under the existing symbol "RMTI" and a new CUSIP number (774374409).

Unless otherwise noted, all share and per-share amounts in these condensed consolidated financial statements have been retrospectively adjusted to reflect the reverse stock split for all periods presented.

The Company effected the reverse stock split to regain compliance with the $1.00 minimum bid price requirement for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2).

On May 8, 2026, the Company received notice from Nasdaq that it did not meet the minimum bid price requirement and was provided a compliance period through November 4, 2026.

On July 16, 2026 the Company received notice that it has regained compliance with the minimum bid price requirement and as a result, Nasdaq has closed the matter.

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