UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 11)1

Rockwell Medical, Inc.

(Name of Issuer)

Common Stock, no par value per share

(Title of Class of Securities)

774374102

(CUSIP Number)

DAVID S. RICHMONd

richmond brothers, Inc.

3568 Wildwood Avenue

Jackson, Michigan 49202

(517) 435-4040

 

STEVE WOLOSKY

RYAN NEBEL

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

May 24, 2018

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☒.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

 

1              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. 774374102

  1   NAME OF REPORTING PERSON  
         
        Richmond Brothers, Inc.  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        MICHIGAN  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          5,126,805  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        5,126,805  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        9.9%  
  14   TYPE OF REPORTING PERSON  
         
        IA, CO  

  

2

CUSIP NO. 774374102

  1   NAME OF REPORTING PERSON  
         
        RBI Private Investment I, LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         164,841  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          164,841  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        164,841  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        Less than 1%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

3

CUSIP NO. 774374102

 

  1   NAME OF REPORTING PERSON  
         
        RBI Private Investment II, LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         29,802  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          29,802  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        29,802  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        Less than 1%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

4

CUSIP NO. 774374102

 

  1   NAME OF REPORTING PERSON  
         
        RBI PI Manager, LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         194,643  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          194,643  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        194,643  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        Less than 1%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

5

CUSIP NO. 774374102

 

  1   NAME OF REPORTING PERSON  
         
        Richmond Brothers 401(k) Profit Sharing Plan  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        MICHIGAN  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         42,100  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          42,100  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        42,100  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        Less than 1%  
  14   TYPE OF REPORTING PERSON  
         
        EP  

  

6

CUSIP NO. 774374102

 

  1   NAME OF REPORTING PERSON  
         
        David S. Richmond  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO, PF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         371,019  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         70,350  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          371,019  
    10   SHARED DISPOSITIVE POWER  
           
          5,197,155  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        5,568,174  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        10.8%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

7

CUSIP NO. 774374102

 

  1   NAME OF REPORTING PERSON  
         
        Matthew J. Curfman  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO, PF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         40,684  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         76,485  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          40,684  
    10   SHARED DISPOSITIVE POWER  
           
          5,203,290  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        5,243,974  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        10.1%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

8

CUSIP NO. 774374102

The following constitutes Amendment No. 11 to the Schedule 13D filed by the undersigned (“Amendment No. 11”). This Amendment No. 11 amends the Schedule 13D as specifically set forth herein.

Item 3.Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

The Shares held in the Separately Managed Accounts and purchased by each of RBI PI, RBI PII and the RBI Plan were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases. The aggregate purchase price of the 5,126,805 Shares held by the Separately Managed Accounts is approximately $30,443,830, excluding brokerage commissions. The aggregate purchase price of the 164,841 Shares owned directly by RBI PI is approximately $1,099,401, excluding brokerage commissions. The aggregate purchase price of the 29,802 Shares owned directly by RBI PII is approximately $175,072, excluding brokerage commissions. The aggregate purchase price of the 42,100 Shares owned directly by the RBI Plan is approximately $285,375, excluding brokerage commissions.

The Shares purchased by Mr. Richmond were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market transactions. The aggregate purchase price of the 204,626 Shares beneficially owned by Mr. Richmond, including 28,096 Shares directly owned by his spouse, 147 Shares directly owned by his daughter and 7 Shares directly owned by his son, is approximately $890,591, excluding brokerage commissions.

The Shares purchased by Mr. Curfman were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market transactions. The aggregate purchase price of the 75,069 Shares beneficially owned by Mr. Curfman, including the 34,385 Shares directly owned by his spouse, is approximately $466,289, excluding brokerage commissions.

Item 4.Purpose of Transaction.

Item 4 is hereby amended to add the following:

On May 24, 2018, the Reporting Persons delivered a letter (the “Letter”) to the Issuer’s Board of Directors (the “Board”). In the Letter, the Reporting Persons expressed their support for the Board’s decision to terminate Robert L. Chioini from his positions as the Issuer’s President and Chief Executive Officer and Thomas E. Klema from his positions as the Issuer’s Vice President, Chief Financial Officer, Treasurer and Secretary.

The foregoing description of the Letter is qualified in its entirety by reference to the Letter, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 5.Interest in Securities of the Issuer.

Items 5(a) – (c) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 51,768,424 Shares outstanding as of April 30, 2018, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 10, 2018.

9

CUSIP NO. 774374102

A.Richmond Brothers
(a)As of the close of business on May 24, 2018, 5,126,805 Shares were held in the Separately Managed Accounts. As the investment advisor to the Separately Managed Accounts, Richmond Brothers may be deemed the beneficial owner of the 5,126,805 Shares held in the Separately Managed Accounts.

Percentage: Approximately 9.9%

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 5,126,805
4. Shared power to dispose or direct the disposition: 0

 

(c)The transactions in the securities of the Issuer through the Separately Managed Accounts by Richmond Brothers during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
B.RBI PI
(a)As of the close of business on May 24, 2018, RBI PI beneficially owned 164,841 Shares.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 164,841
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 164,841
4. Shared power to dispose or direct the disposition: 0

 

(c)RBI PI has not entered into any transactions in the securities of the Issuer during the past sixty days.
C.RBI PII
(a)As of the close of business on May 24, 2018, RBI PII beneficially owned 29,802 Shares.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 29,802
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 29,802
4. Shared power to dispose or direct the disposition: 0

 

(c)RBI PII has not entered into any transactions in the securities of the Issuer during the past sixty days.
10

CUSIP NO. 774374102

D.RBI Manager
(a)As the manager of RBI PI and RBI PII, RBI Manager may be deemed the beneficial owner of the (i) 164,841 Shares owned by RBI PI and (ii) 29,802 Shares owned by RBI PII.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 194,643
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 194,643
4. Shared power to dispose or direct the disposition: 0

 

(c)RBI Manager has not entered into any transactions in the securities of the Issuer during the past sixty days.
E.RBI Plan
(a)As of the close of business on May 24, 2018, the RBI Plan beneficially owned 42,100 Shares.

Percentage: Less than 1%

(b)1. Sole power to vote or direct vote: 42,100
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 42,100
4. Shared power to dispose or direct the disposition: 0

 

(c)The RBI Plan has not entered into any transactions in the securities of the Issuer during the past sixty days.
F.Mr. Richmond
(a)As of the close of business on May 24, 2018, Mr. Richmond beneficially owned 204,626 Shares, including 28,096 Shares directly owned by his spouse, 147 Shares directly owned by his daughter and 7 Shares directly owned by his son. As the Chairman of Richmond Brothers, manager of RBI Manager and a trustee of the RBI Plan, Mr. Richmond may also be deemed the beneficial owner of the (i) 5,126,805 Shares held in the Separately Managed Accounts, (ii) 164,841 Shares owned by RBI PI, (iii) 29,802 Shares owned by RBI PII and (iv) 42,100 Shares owned by the RBI Plan.

Percentage: Approximately 10.8%

(b)1. Sole power to vote or direct vote: 371,019
2. Shared power to vote or direct vote: 70,350
3. Sole power to dispose or direct the disposition: 371,019
4. Shared power to dispose or direct the disposition: 5,197,155

 

(c)Mr. Richmond has not entered into any transactions in the securities of the Issuer during the past sixty days. The transactions in the securities of the Issuer through the Separately Managed Accounts during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
11

CUSIP NO. 774374102

G.Mr. Curfman
(a)As of the close of business on May 24, 2018, Mr. Curfman beneficially owned 75,069 Shares, including 34,385 Shares directly owned by his spouse. As the President of Richmond Brothers and a trustee of the RBI Plan, Mr. Curfman may also be deemed the beneficial owner of the (i) 5,126,805 Shares held in the Separately Managed Accounts and (ii) 42,100 Shares owned by the RBI Plan.

Percentage: Approximately 10.1%

(b)1. Sole power to vote or direct vote: 40,684
2. Shared power to vote or direct vote: 76,485
3. Sole power to dispose or direct the disposition: 40,684
4. Shared power to dispose or direct the disposition: 5,203,290

 

(c)Mr. Curfman has not entered into any transactions in the securities of the Issuer during the past sixty days. The transactions in the securities of the Issuer through the Separately Managed Accounts during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any Shares he, she or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that he, she or it does not directly own.

Item 7.Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibit:

99.1Letter to the Board, dated May 24, 2018.

12

CUSIP NO. 774374102

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: May 24, 2018

 

  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

 

 

  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

 

13

CUSIP NO. 774374102

 

 

 

/s/ David S. Richmond

  David S. Richmond

 

 

 

 

/s/ Matthew J. Curfman

  Matthew J. Curfman

 

14

CUSIP NO. 774374102

  

SCHEDULE A

 

Transactions in the Securities of the Issuer During the past sixty days 

 

Nature of Transaction

Securities

Purchased/(Sold)

Price per Share ($)

Date of

Purchase / Sale

 

Richmond Brothers, Inc.
(Through the Separately Managed Accounts)

Purchase of Common Stock 947 5.2550 03/27/2018
Purchase of Common Stock 1,942 5.1687 03/28/2018
Purchase of Common Stock 379 5.2798 03/29/2018
Purchase of Common Stock 960 5.2247 03/29/2018
Sale of Common Stock (414) 5.4256 03/29/2018
Sale of Common Stock (1,175) 5.2917 04/05/2018
Sale of Common Stock (12) 5.4325 04/06/2018
Sale of Common Stock (43) 5.4467 04/06/2018
Sale of Common Stock (180) 5.4498 04/06/2018
Sale of Common Stock (391) 6.1002 04/11/2018
Sale of Common Stock (886) 6.0982 04/11/2018
Sale of Common Stock (178) 6.1249 04/11/2018
Sale of Common Stock (390) 6.0916 04/11/2018
Sale of Common Stock (2,046) 6.0989 04/11/2018
Purchase of Common Stock 1,015 6.3264 04/12/2018
Purchase of Common Stock 799 6.2624 04/12/2018
Purchase of Common Stock 798 6.2780 04/12/2018
Purchase of Common Stock 88 5.7094 04/16/2018
Purchase of Common Stock 896 5.5747 04/17/2018
Purchase of Common Stock 722 5.5398 04/17/2018
Sale of Common Stock (250) 5.4801 04/20/2018
Sale of Common Stock (108) 5.5577 04/23/2018
Purchase of Common Stock 1,812 5.5188 04/24/2018
Purchase of Common Stock 534 5.6249 04/24/2018
Purchase of Common Stock 734 5.4300 04/26/2018
Purchase of Common Stock 374 5.3650 04/27/2018
Sale of Common Stock (75) 5.2980 04/27/2018
Sale of Common Stock (93) 5.3200 04/30/2018
Sale of Common Stock (1,000) 5.2173 05/01/2018
Purchase of Common Stock 377 5.2925 05/02/2018
Purchase of Common Stock 745 5.3599 05/02/2018
Purchase of Common Stock 376 5.3346 05/02/2018
Purchase of Common Stock 938 5.3413 05/04/2018
Purchase of Common Stock 179 5.5808 05/07/2018
Sale of Common Stock (101) 5.4248 05/07/2018
Purchase of Common Stock 543 5.5100 05/08/2018
Sale of Common Stock (1,135) 5.4565 05/10/2018
Sale of Common Stock (273) 5.7300 05/10/2018
Sale of Common Stock (182) 5.5550 05/14/2018

 

 

CUSIP NO. 774374102

Purchase of Common Stock 816 6.1700 05/18/2018
Purchase of Common Stock 3,679 5.9463 05/21/2018
Sale of Common Stock (1,047) 5.9569 05/21/2018
Sale of Common Stock (42) 5.8650 05/21/2018
Sale of Common Stock (102) 5.8310 05/21/2018
Purchase of Common Stock 334 5.9898 05/22/2018
Sale of Common Stock (170) 5.9476 05/22/2018

 

 

Exhibit 99.1

 

Richmond Brothers, Inc.

3568 Wildwood Avenue
Jackson, Michigan 49202

 

May 24, 2018

Rockwell Medical, Inc.

30142 Wixom Road

Wixom, Michigan 48393
Attn: Board of Directors

 


Dear Members of the Board:

As you are aware, Richmond Brothers, Inc. (together with its affiliates, “Richmond Brothers” or “we”) beneficially owns approximately 10.9% of the outstanding shares of common stock of Rockwell Medical, Inc. (“Rockwell” or the “Company”). As the Company’s largest shareholder, we have read the Company’s recent press releases and Form 8-K filings (along with the unauthorized Form 8-K filed by Rob Chioini) with great interest.

Based on the public information available to us, we fully support the decision made by Rockwell’s Board of Directors (the “Board”) to terminate Mr. Chioini from his positions as the Company's President and Chief Executive Officer. In light of Chief Financial Officer Thomas Klema’s role in assisting Mr. Chioini in making the unauthorized filing in which Mr. Chioini seemingly attempted to “un-fire” himself, we also support the termination of Mr. Klema’s positions with the Company.

Richmond Brothers launched a proxy contest at the 2017 annual meeting of shareholders (the “2017 Annual Meeting”) because we believed that there was a desperate need for accountability at Rockwell after year’s of underperformance under Mr. Chioini’s leadership. Despite the successful election of our nominee, Mark Ravich, at the 2017 Annual Meeting, we were resigned to the fact that additional change was warranted after learning that Mr. Ravich had largely been shut-out of the boardroom and his requests for materials and access to the Company’s personnel were repeatedly denied. This caused us to publicly state in August 2017 that we had lost all confidence in Mr. Chioini’s ability to effectively oversee the Company and drive shareholder value. At the time, we made clear that given the Company’s significant financial and stock price underperformance and inability to monetize promising drugs Triferic and Calcitriol under Mr. Chioini’s leadership, we did not believe Mr. Chioini had proven himself capable of successfully leading the Company forward and were convinced that he should be replaced as Chairman and CEO immediately.

After nominating director candidates for election at the 2018 annual meeting of shareholders (the “2018 Annual Meeting”) with the intention of replacing Mr. Chioini and long-standing director Patrick J. Bagley, we ultimately reached an agreement with the Company in March 2018 to avoid an election contest. Pursuant to our agreement, two independent directors were added to the Board, the Company agreed to seek the declassification of the Board so that all directors are elected annually and Mr. Bagley agreed not to stand for re-election at the 2018 Annual Meeting.

 

Following this agreement, we were confident that Rockwell had an independent Board in place capable of effectively overseeing the Company. Shortly after the agreement was announced, we saw immediate corporate governance improvements at the Company, such as an independent director being named as Chairman of the Board and new committee chairpersons and compositions being announced. These announcements gave us confidence that Rockwell had the right Board in place, and, after reading about Mr. Chioini’s termination, our belief was only further strengthened.

We believe that the Board conducted a thorough review of the management team and came to the conclusion that Mr. Chioini was not the right person to lead Rockwell – a conclusion we publicly reached previously. We respect the Board’s decisiveness and believe the Company is in the hands of a Board that has shown itself willing and capable of making changes necessary to protect shareholders’ best interests. We are pleased to see that a search for a permanent CEO is already underway and are confident that the Special Transition Committee – consisting of Benjamin Wolin (who is also Chairman of the Board), Lisa Colleran and John Cooper – will provide effective oversight of the Company until the permanent CEO is identified. Ben, Lisa and John collectively have years of experience serving as public company CEOs and CFOs and bring track records of success that we believe will serve Rockwell shareholders well.

In our view, this Board understands the complexities of running a public drug company and the need to attract top talent to execute on the vision of Rockwell becoming a leader in delivering iron to patients worldwide. We believe Mr. Chioini’s departure is an important step to delivering transformational changes at the Company – we look forward to seeing additional improvements at the Company under this Board’s stewardship.

While we believe in this Board, we will also demand accountability from it as well. We want to publicly say to the Board: be disciplined, be determined and drive results.

Sincerely,

/s/ David S. Richmond

David S. Richmond
Richmond Brothers, Inc.