Item 1.01 Entry into a Material Definitive Agreement.
On February 4, 2020, Rockwell Medical, Inc. (the "Company") entered into an
underwriting agreement (the "Underwriting Agreement") with Cantor Fitzgerald &
Co., as underwriter (the "Underwriter"), pursuant to which the Company
(i) agreed to issue and sell an aggregate of 3,191,489 shares of its common
stock (the "Shares") to the Underwriter and (ii) granted the Underwriter an
option for 30 days to purchase up to an additional 478,723 shares that may be
sold upon the exercise of such option by the Underwriter (the "Offering"). The
Shares were purchased by the Underwriter from the Company at a price of $2.22
per share.
The Offering was made pursuant to the Company's effective Registration Statement
on Form S-3 (File No. 333-227363), which was previously filed with the
Securities and Exchange Commission ("SEC") under the Securities Act of 1933, as
amended (the "Securities Act"). The Offering closed on February 6, 2020. In the
Underwriting Agreement, the Company agreed to indemnify the Underwriters against
certain liabilities, including liabilities under the Securities Act, or to
contribute to payments that the Underwriters may be required to make because of
such liabilities.
Pursuant to the Underwriting Agreement, the Company's executive officers and
directors entered into agreements in substantially the form included as an
exhibit to the Underwriting Agreement filed hereto, providing for a 60-day
"lock-up" period with respect to sales of the Company's common stock, subject to
certain exceptions. A copy of the Underwriting Agreement is attached as
Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing
description of the Underwriting Agreement does not purport to be complete and is
qualified in its entirety by reference to such exhibit.
Gibson, Dunn & Crutcher LLP, counsel to the Company, has issued an opinion to
the Company regarding the validity of the securities issued in the Offering. A
copy of the opinion is filed herewith as Exhibit 5.1.
Item 2.02 Results of Operation and Financial Condition.
As reported in the Company's preliminary prospectus supplement filed with the
SEC on February 3, 2020, the Company expects net sales to be between $15.2
million and $15.5 million for the quarter ended December 31, 2019. As of
December 31, 2019, the Company had $26.0 million in cash, cash equivalents and
investments available-for-sale. The Company has prepared these estimates in good
faith based upon its internal reporting as of and for the three months ended
December 31, 2019. Such estimates are preliminary and inherently uncertain and
subject to change as the Company finalizes its financial and operating data for
the fourth quarter of 2019. There can be no assurance that the Company's final
results for the fourth quarter of 2019 will not differ materially from these
estimates.
In accordance with General Instruction B.2 of Form 8-K, the information in this
Item 2.02 shall not be deemed to be "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
subject to the liabilities of that section, and shall not be incorporated by
reference into any registration statement or other document filed under the
Securities Act or the Exchange Act, except as shall be expressly set forth by
specific reference in such filing.
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