Rockwell Medical Enters into Settlement with Chioini, Klema, Bagley and Boyd
The specific terms of the Agreement, which are effective immediately, are confidential. The Agreement, in its most general terms includes the following terms:
- Chioini and Boyd resigned from the Company's Board of Directors (the "Board").
- The parties to the Agreement mutually released one another from any and all claims through the date of the Settlement Agreement.
- The parties caused the pending federal lawsuit to be dismissed with prejudice and without cost to any party thereto.
- For approximately five years, the Settling Parties will not directly or indirectly attempt to participate in the management or operations of Rockwell or its affiliates or subsidiaries (the "Rockwell Entities").
- The Company will pay the Settling Parties an aggregate payment of
$1.5 million, $750,000of which was paid upon the execution of the Settlement Agreement and nine monthly installments of $83,333each, with the last installment being paid in May 2019. The Company will also pay Boyd an additional $30,000upon his execution of the Settlement Agreement.
- The Company agreed to accelerate the vesting of the remaining unvested Company stock options held by the Settling Parties that were scheduled to vest through
October 2, 2018. They will have until May 24, 2020(unless such options expire sooner) to exercise any vested Company stock options they each hold.
- Chioini and Klema agreed to forfeit a total of 313,600 unvested shares of common stock that had been issued in
March 2017as a performance-based award.
The foregoing summary does not purport to be a complete description of the terms of the Settlement Agreement and is qualified in its entirety by reference to the description in the Form 8-K that the Company will file with the
Rockwell's anemia drug Triferic is the only
Rockwell is also an established manufacturer and leader in delivering high-quality hemodialysis concentrates/dialysates to dialysis providers and distributors in the U.S. and abroad. As one of the two major suppliers in the U.S., Rockwell's products are used to maintain human life by removing toxins and replacing critical nutrients in the dialysis patient's bloodstream. Rockwell has three U.S. manufacturing/distribution facilities.
Rockwell'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.
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