Rockwell Medical Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
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| Item 8.01 | Other Events. |
On October 8, 2024, Rockwell Medical, Inc., a Delaware corporation (the “Company”), filed with the U.S. Securities and Exchange Commission (the “SEC”) a shelf registration statement on Form S-3 (the “New Registration Statement”) to replace the existing shelf registration statement on Form S-3 (No. 333-259923) filed with the SEC on September 30, 2021 (the “Prior Registration Statement”), which was scheduled to expire on October 8, 2024, pursuant to Rule 415(a)(5) under the Securities Act of 1933, as amended. The Prior Registration Statement was deemed terminated upon the effectiveness of the New Registration Statement on October 21, 2024.
In connection with the filing of the New Registration Statement, on November 13, 2024, the Company filed a prospectus supplement (the “Prospectus Supplement”) covering the offer and sale of an aggregate offering price of up to $25,000,000 of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), pursuant to the Controlled Equity OfferingSM Sales Agreement, dated April 8, 2022 (the “Sales Agreement”), by and between Cantor Fitzgerald & Co. and the Company. A copy of the Sales Agreement was previously filed as Exhibit 10.2 to the Company’s Annual Report on Form 10-K with the SEC on March 21, 2024.
The Company is filing this Current Report on Form 8-K to provide the legal opinion of its counsel, Gibson, Dunn & Crutcher LLP, regarding the legality of the securities covered by the Prospectus Supplement, which opinion is attached hereto as Exhibit 5.1.
| Item 9.01 | Financial Statements and Exhibits. | |
| (d) | Exhibits |
| Exhibit No. | Description | |
| 5.1 | Opinion of Gibson, Dunn & Crutcher LLP | |
| 23.1 | Consent of Gibson, Dunn & Crutcher LLP (see Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File, formatted Inline XBRL and included as Exhibit 101 |
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: November 13, 2024 | By: | /s/ Mark Strobeck |
| Mark Strobeck | ||
| President and Chief Executive Officer | ||