Current Report Filing (8-k)
14 May 2022 - 6:13AM
Edgar (US Regulatory)
0001041024
false
12/31
0001041024
2022-05-13
2022-05-13
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or
15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): May 13, 2022
Rockwell
Medical, Inc.
(Exact name of registrant as specified in its
charter)
Delaware |
000-23661 |
38-3317208 |
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
30142
S. Wixom Road, Wixom, Michigan
48393
(Address of principal executive offices, including
zip code)
(248) 960-9009
(Registrant’s telephone number, including
area code)
N/A
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c) |
Securities registered pursuant to Section 12(b) of
the Act:
Title of Each Class | |
Trading
Symbol | |
Name of Each exchange on which
registered |
Common Stock, par value $0.0001 | |
RMTI | |
Nasdaq Capital Market |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨
Item 3.03 Material Modification to Rights of Security Holders.
On May 12, 2022, Rockwell Medical, Inc. (the “Company”)
filed an amendment to the certificate of incorporation of the Company (the “Stock Split Amendment”) with the Secretary of
State of the State of Delaware to effect a reverse stock split of the Company’s common stock, par value $0.0001 per share (the “Common
Stock”), at a ratio of 1-for-11 (the “Reverse Stock Split”). The shares of Common Stock listed on The Nasdaq
Capital Market commenced trading on The Nasdaq Capital Market on a post-Reverse Stock Split adjusted basis at the open of business on
May 13, 2022 at which time the Common Stock was represented by a new CUSIP number, 774374300.
At the 2022 annual meeting of the Company’s stockholders held
on May 9, 2022 (the “Annual Meeting”), the Company’s stockholders approved the adoption of an amendment to the Company’s
certificate of incorporation, to effect a reverse stock split at a ratio of not less than 1-for-2 and not more than 1-for-15, such
ratio and the implementation and timing of such reverse stock split to be determined in the discretion of the Board of Directors of the
Company (the “Board”) at any time prior to December 31, 2022 with no change to the number of authorized shares.
On May 9, 2022, the Board approved the Reverse Stock Split. As a result
of the Reverse Stock Split, the number of issued and outstanding shares of Common Stock immediately prior to the Reverse Stock Split was
reduced to a smaller number of shares, such that every 11 shares of Common Stock held by a stockholder immediately prior to the Reverse
Stock Split were combined and reclassified into one share of Common Stock. Immediately following the Reverse Stock Split there were aproximately
8.5 million shares of Common Stock outstanding.
No fractional shares were issued in connection with the Reverse Stock
Split. Any fractional shares resulting from the Reverse Stock Split were rounded down to the nearest whole number, and each stockholder
who would otherwise be entitled to a fraction of a share of Common Stock upon the Reverse Stock Split (after aggregating all fractions
of a share to which such stockholder would otherwise be entitled) was, in lieu thereof, entitled to receive a cash payment determined
by multiplying the closing trading price per share of the common stock (as adjusted for the reverse stock split) on the Nasdaq Capital
Market on the trading day immediately preceding the effective time of the reverse stock split, by the fraction of a share of Common Stock
to which each stockholder would otherwise be entitled.
The foregoing description of the Stock Split Amendment is not complete
and is subject to and qualified in its entirety by reference to the Stock Split Amendment, a copy of which is attached hereto as Exhibit
3.1, and is incorporated herein by reference.
Item 5.03 Amendments to Certificate of Incorporation.
The information set forth in Item 3.03 of this Current Report on Form 8-K is
incorporated by reference into this Item 5.03.
EXHIBIT INDEX
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
ROCKWELL MEDICAL, INC. |
|
|
|
Date: May 13, 2022 |
By: |
/s/ Russell Skibsted |
|
|
Russell Skibsted |
|
|
Chief Financial Officer |
Rockwell Medical (NASDAQ:RMTI)
Historical Stock Chart
From Apr 2024 to May 2024
Rockwell Medical (NASDAQ:RMTI)
Historical Stock Chart
From May 2023 to May 2024