RMTI 8-K
Rockwell Medical, Inc. (RMTI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 | ||
Exhibit 5.1
 | Gibson, Dunn & Crutcher LLP
One Embarcadero Center Tel 415.393.8200 gibsondunn.com |
| November 13, 2024 | Client:80492-00002 |
Rockwell Medical, Inc.
30142 S. Wixom Road
Wixom, MI 48393
Re: Rockwell
Medical, Inc.
Registration Statement on Form S-3
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 (File No. 333-282538) (the “Registration Statement”) of Rockwell Medical, Inc., a Delaware corporation (the “Company”), filed with the Securities and Exchange Commission (the “Commission”) on October 8, 2024, pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and the prospectus supplement thereto dated November 13, 2024 (the “Prospectus Supplement”), in connection with the offering by the Company of up to $25,000,000 of the Company’s common stock, par value $0.0001 per share (the “Shares”).
In arriving at the opinion expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals, of specimen Common Stock certificates and such other documents, corporate records, certificates of officers of the Company and of public officials and other instruments as we have deemed necessary or advisable to enable us to render the opinions set forth below. In our examination, we have assumed without independent investigation the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. We have further assumed that all offers and sales of the Shares will comply with the minimum offering price and pricing formula set forth in the authorization of the offering and sale of the Shares by the Company’s Board of Directors.
Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that the Shares, when issued against payment therefor as set forth in the Registration Statement and the Prospectus Supplement thereto, will be validly issued, fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the caption “Legal Matters” in the Registration Statement and the Prospectus Supplement. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission.
Very truly yours,
/s/ Gibson, Dunn & Crutcher LLP
Gibson,
Dunn & Crutcher LLP
One Embarcadero Center Suite 2600 | San Francisco, CA 94111-3715 | T: 415.393.8200 | F: 415.393.8306 | gibsondunn.com