SEC Form SC 13G filed by Rockwell Medical Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Rockwell Medical, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
774374300
(CUSIP Number)
DAVID S. RICHMOND
RICHMOND BROTHERS, INC.
3568 Wildwood Avenue
Jackson, Michigan 49202
(517) 435-4040
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 15, 2022
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☒ | Rule 13d-1(b) |
| ☒ | Rule 13d-1(c) |
| ☐ | Rule 13d-1(d) |
| * | The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 774374300 | 13G |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Richmond Brothers, Inc. |
| 2. | CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (see instructions) (a) ☒ (b) ☐ |
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION MICHIGAN |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER 5,570 | |
| 6. | SHARED VOTING POWER 0 | ||
| 7. | SOLE DISPOSITIVE POWER 5,570 | ||
| 8. | SHARED DISPOSITIVE POWER 514,410 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 519,980 |
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.47%1 |
| 12. | TYPE OF REPORTING PERSON (see instructions) IA, CO |
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| CUSIP No. 774374300 | 13G |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) RBI Private Investment I, LLC |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (see instructions) (a) ☒ (b) ☐ |
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE |
NUMBER OF REPORTING |
5. | SOLE VOTING POWER 5,894 | |
| 6. | SHARED VOTING POWER 0 | ||
| 7. | SOLE DISPOSITIVE POWER 5,894 | ||
| 8. | SHARED DISPOSITIVE POWER 0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,894 |
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Less than 1%1 |
| 12. | TYPE OF REPORTING PERSON (see instructions) OO |
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| CUSIP No. 774374300 | 13G |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) RBI Private Investment II, LLC |
| 2. | CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (see instructions) (a) ☒ (b) ☐ |
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER 3,498 | |
| 6. | SHARED VOTING POWER 0 | ||
| 7. | SOLE DISPOSITIVE POWER 3,498 | ||
| 8. | SHARED DISPOSITIVE POWER 0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,498 |
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Less than 1%1 |
| 12. | TYPE OF REPORTING PERSON (see instructions) OO |
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| CUSIP No. 774374300 | 13G |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) The RBI Opportunities Fund I, LLC |
| 2. | CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (see instructions) (a) ☒ (b) ☐ |
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER 315,073 | |
| 6. | SHARED VOTING POWER 0 | ||
| 7. | SOLE DISPOSITIVE POWER 315,073 | ||
| 8. | SHARED DISPOSITIVE POWER 0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 315,073 |
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.7%1 |
| 12. | TYPE OF REPORTING PERSON (see instructions) OO |
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| CUSIP No. 774374300 | 13G |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) The RBI Opportunities Fund II, LLC |
| 2. | CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (see instructions) (a) ☒ (b) ☐ |
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER 130,300 | |
| 6. | SHARED VOTING POWER 0 | ||
| 7. | SOLE DISPOSITIVE POWER 130,300 | ||
| 8. | SHARED DISPOSITIVE POWER 0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 130,300 |
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.1%1 |
| 12. | TYPE OF REPORTING PERSON (see instructions) OO |
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| CUSIP No. 774374300 | 13G |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Richmond Brothers 401(k) Profit Sharing Plan |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (see instructions) (a) ☒ (b) ☐ |
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION MICHIGAN |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER 11,371 | |
| 6. | SHARED VOTING POWER 0 | ||
| 7. | SOLE DISPOSITIVE POWER 11,371 | ||
| 8. | SHARED DISPOSITIVE POWER 0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,371 |
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Less than 1%1 |
| 12. | TYPE OF REPORTING PERSON (see instructions) EP |
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| CUSIP No. 774374300 | 13G |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) David S. Richmond |
| 2. | CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (see instructions) (a) ☒ (b) ☐ |
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION USA |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
SOLE VOTING POWER | |
| 6. | SHARED VOTING POWER 0 | ||
| 7. | SOLE DISPOSITIVE POWER 476,634 | ||
| 8. | SHARED DISPOSITIVE POWER 514,410 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 991,044 |
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (9) 8.52% 1 |
| 12. | TYPE OF REPORTING PERSON (see instructions) IN |
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| CUSIP No. 774374300 | 13G |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Matthew J. Curfman |
| 2. | CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP (see instructions) (a) ☒ (b) ☐ |
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION USA |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER 479,989 | |
| 6. | SHARED VOTING POWER 0 | ||
| 7. | SOLE DISPOSITIVE POWER 479,989 | ||
| 8. | SHARED DISPOSITIVE POWER 514,410 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 994,399 |
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (9) 8.55% 1 |
| 12. | TYPE OF REPORTING PERSON (see instructions) IN |
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| CUSIP No. 774374300 | 13G |
Preliminary Statement:
This Schedule 13G is filed by Richmond Brothers, Inc. (“Richmond Brothers”) and amends, supplements and replaces in its entirety the Schedule 13D filed on February 21, 2017, as amended on March 28, 2019 (the “Schedule 13D”), by the Filers, RBI Private Investment I, LLC (“RBI PI”), RBI Private Investment II, LLC (“RBI PII”), The RBI Opportunities Fund, LLC (“RBI Opportunities”), The RBI Opportunities Fund II, LLC (“RBI Opportunities II”), Richmond Brothers 401(k) Profit Sharing Plan (“RBI Plan”), David S. Richmond, and Matthew J. Curfman (collectively, the “Reporting Persons”), relating to shares of Common Stock of Rockwell Medical, Inc. (the “Issuer”). The Schedule 13D had superseded a Schedule 13G previously filed by Richmond Brothers on February 9, 2012 relating to the Common Stock of the Issuer. As part of the dilution of the Common Stock of the Issuer (which commenced on August 15, 2022), the Reporting Persons determined that they no longer hold any shares of Common Stock of the Issuer with any purpose, or with the effect of, changing or influencing control of the Issuer or in connection with or as a participant in any transaction having that purpose or effect. In accordance with Rule 13d-1(h), the Filers accordingly determined to again report their beneficial ownership of shares of Common Stock of the Issuer on Schedule 13G.
Item 1.
| (a) | Name of Issuer Rockwell Medical, Inc |
| (b) | Address of Issuer’s Principal Executive Offices 30142 S. Wixom Road, Wixon, Michigan 48393 |
Item 2.
| (a) |
Name of Person Filing
Richmond Brothers, Inc., a Michigan corporation (“Richmond Brothers”), which serves as the investment advisor to certain managed accounts (the “Separately Managed Accounts”);
RBI Private Investment I, LLC, a Delaware limited liability company (“RBI PI”);
RBI Private Investment II, LLC, a Delaware limited liability company (“RBI PII”);
The RBI Opportunities Fund, LLC, a Delaware limited liability company (“RBI Opportunities”);
The RBI Opportunities Fund II, LLC, a Delaware limited liability company (“RBI Opportunities II”);
Richmond Brothers 401(k) Profit Sharing Plan, an employee benefit plan organized under the laws of Michigan (the “RBI Plan”);
David S. Richmond, who serves as Chairman of Richmond Brothers, manager of RBI Manager and a trustee of the RBI Plan; and
Matthew J. Curfman, who serves as President of Richmond Brothers and a trustee of the RBI Plan |
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| CUSIP No. 774374300 | 13G |
| (b) | Address of the Principal Office or, if none, residence 3568 Wildwood Avenue, Jackson, Michigan 49202 | |
| (c) | Citizenship United States of America | |
| (d) | Title of Class of Securities Common Stock, par value $0.0001 (“Shares”) | |
| (e) | CUSIP Number 774374300 |
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
| (a) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | |
| (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | |
| (c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | |
| (d) | ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | |
| (e) | ☒ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | ☐ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) | ☐ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | ☐ | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount beneficially owned: | 999, 327 |
| (b) | Percent of class: | The Common Shares beneficially owned by the Filers constitute approximately 8.59% of the 11,632,673 issued and outstanding Common Shares s reported in the Form 10-Q filed by the Issuer with the Securities and Exchange Commission for the quarter ending November 14, 2022. |
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| CUSIP No. 774374300 | 13G |
| (c) | Number of shares as to which the person has: | |||
| (i) | Sole power to vote or to direct the vote of | 0 | ||
| (ii) | Shared power to vote or to direct the vote of | 999,327 |
| (iii) | Sole power to dispose or to direct the disposition of 0 |
| (iv) | Shared power to dispose or to direct the disposition of | 999,327 |
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
Instruction. Dissolution of a group requires a response to this item.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Item 8. Identification and Classification of Members of the Group.
Item 9. Notice of Dissolution of Group.
Item 10. Certification.
| (a) | The following certification shall be included if the statement is filed pursuant to §240.13d-1(b): | |
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. | ||
| (b) | The following certification shall be included if the statement is filed pursuant to §240.13d-1(c): | |
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
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| CUSIP No. 774374300 | 13G |
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: February 23, 2023
| Richmond Brothers, Inc. | |||
| By: | /s/ David S. Richmond | ||
| Name: | David S. Richmond | ||
| Title: | Chairman | ||
| RBI Private Investment I, LLC | |||
| By: | RBI PI Manager, LLC | ||
| Manager | |||
| By: | /s/ David S. Richmond | ||
| Name: | David S. Richmond | ||
| Title: | Manager | ||
| RBI Private Investment II, LLC | |||
| By: | RBI PI Manager, LLC | ||
| Manager | |||
| By: | /s/ David S. Richmond | ||
| Name: | David S. Richmond | ||
| Title: | Manager | ||
| The RBI Opportunities Fund, LLC | |||
| By: | RBI PI Manager, LLC | ||
| Manager | |||
| By: | /s/ David S. Richmond | ||
| Name: | David S. Richmond | ||
| Title: | Manager | ||
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| CUSIP No. 774374300 | 13G |
| The RBI Opportunities Fund II, LLC | |||
| By: | RBI PI Manager, LLC | ||
| Manager | |||
| By: | /s/ David S. Richmond | ||
| Name: | David S. Richmond | ||
| Title: | Manager | ||
| By: | RBI PI Manager, LLC | ||
| By: | /s/ David S. Richmond | ||
| Name: | David S. Richmond | ||
| Title: | Manager | ||
| By: | Richmond Brothers 401(k) Profit Sharing Plan | ||
| By: | /s/ David S. Richmond | ||
| Name: | David S. Richmond | ||
| Title: | Trustee | ||
| /s/ David S. Richmond | ||
| David S. Richmond | ||
| /s/ Matthew J. Curfman | ||
| Matthew J. Curfman |
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