WIXOM, Mich., Oct. 15, 2018 /PRNewswire/ -- Rockwell Medical, Inc. (NASDAQ:RMTI) (the "Company" or "Rockwell Medical") today announced that it has agreed to sell up to 7,556,675 units to The RBI Opportunities Fund, LLC, an affiliate of Richmond Brothers, Inc. ("Richmond") in a private placement, with each unit consisting of one share of common stock and a warrant to purchase 50% of a share of common stock. The units are being sold at $3.97 per unit, which is equivalent to the closing stock price of the Company's common stock on October 12, 2018, the last trading day prior to pricing this transaction. The warrants, which are not exercisable for six months from closing, have a strike price of $4.96 per full share of common stock and have a five-year term from issuance.
The Company will sell an initial 5,541,562 units for proceeds of $22 million in an offering that is expected to close on October 17, 2018, subject to satisfaction of customary closing conditions. Additionally, through October 26, 2018, Richmond has the right to purchase up to an additional $8 million in units at the same unit offering price. The Company intends to use the net proceeds to fund working capital needs. The Company has completed the offering without incurring any underwriting discounts or placement agent fees.
This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state.
These securities are being sold in a private placement and have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States absent registration with the Securities Exchange Commission or an applicable exemption from such registration requirements.
About Rockwell Medical, Inc.
Rockwell Medical is a biopharmaceutical company targeting end-stage renal disease (ESRD) and chronic kidney disease (CKD). Rockwell Medical's exclusive renal drug therapies support disease management initiatives to improve the quality of life and care of dialysis patients and are intended to deliver safe and effective therapy, while decreasing drug administration costs and improving patient convenience. Rockwell Medical's anemia drug Triferic is the only FDA-approved product indicated for iron replacement and maintenance of hemoglobin in hemodialysis patients. Rockwell's FDA approved generic drug Calcitriol (active vitamin D) is for treating secondary hyperparathyroidism in patients undergoing chronic renal dialysis. Rockwell Medical is also an established manufacturer, supplier and leader in delivering high-quality hemodialysis concentrates/dialysates (used to maintain human life by removing toxins and replacing critical nutrients in the dialysis patient's bloodstream) to dialysis providers and distributors in the U.S. and abroad. Please visit www.rockwellmed.com for more information.
Certain statements in this press release may constitute "forward-looking statements" within the meaning of the federal securities laws, including, but not limited to, Rockwell's intention to bring to market Triferic and Calcitriol. Words such as "may," "might," "will," "should," "believe," "expect," "anticipate," "estimate," "continue," "could," "plan," "potential," "predict," "forecast," "project," "plan", "intend" or similar expressions, or statements regarding intent, belief, or current expectations, are forward-looking statements. While Rockwell believes these forward-looking statements are reasonable, undue reliance should not be placed on any such forward-looking statements, which are based on information available to us on the date of this release. These forward-looking statements are based upon current estimates and assumptions and are subject to various risks and uncertainties (including, without limitation, those set forth in Rockwell's SEC filings), many of which are beyond our control and subject to change. Actual results could be materially different. Risks and uncertainties include: the total gross proceeds from the Company's securities offering; statements about the timing and success of our planned NDA submission for IV Triferic; the potential market opportunity for IV Triferic and other Rockwell products; pricing and reimbursement status for IV Triferic, Triferic and other Rockwell products; liquidity and capital resources; and plans relating to the commercialization of Triferic and Calcitriol. Rockwell expressly disclaims any obligation to update or alter any statements whether as a result of new information, future events or otherwise, except as required by law.
Dan Katcher / Kelly Sullivan / Arielle Rothstein
Joele Frank, Wilkinson Brimmer Katcher
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SOURCE Rockwell Medical, Inc.