UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

 


 

 

Date of Report
(Date of earliest
event reported):

June 13, 2018

 

 

 

             ROCKWELL MEDICAL, INC.             

(Exact name of registrant as specified in its charter)

 

   Michigan   

 

   000-23661    

 

   38-3317208   

(State or other
jurisdiction of
incorporation)

 

(Commission File
Number)

 

(IRS Employer
Identification No.)

 

  30142 Wixom Road, Wixom, Michigan 48393  

(Address of principal executive offices, including zip code)

 

           (248) 960-9009           

(Registrant’s telephone number, including area code)

 

           Not Applicable           

(Former name or former address, if changed since last report)

 


 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

[..] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company                                              o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   o

 



 

Item 8.01                                  Other Events.

 

On June 13, 2018, the Circuit Court for Oakland County (the “Court”) issued an Order in the matter Rockwell Medical, Inc. v. Robert Chioini and Thomas Klema whereby the Court ordered that the Board of Directors and management of Rockwell Medical, Inc. (the “Company”) not make any material changes to the Company unless first reviewed by the Court; material changes do not include day to day operations of the Company.  Any disagreement as to whether an action constitutes a material change will be reviewed by the Court.

 

The Court also ordered that the Company’s 2018 annual shareholder meeting currently scheduled to be held on Thursday, June 21, 2018 at 10:00 a.m. Eastern Time, be adjourned for 30 days.  The parties are scheduled to engage in Court-ordered mediation on Tuesday, June 19, 2018.

 

The Court’s Order dated May 25, 2018 and the limitations set forth therein (including limitations on the ability of Robert Chioini and Thomas Klema to take certain actions with respect to, or purportedly on behalf of, the Company) remain in effect through Thursday, June 21, 2018.  The foregoing summaries do not purport to be a complete description of the Court Order dated May 25, 2018 and the Court Order dated June 13, 2018 and each are qualified in their entirety by reference to the full text of the Court Orders, copies of which are attached hereto as Exhibits 99.1 and 99.2 and incorporated herein by reference.

 

Item 9.01                                  Financial Statements and Exhibits.

 

(d) Exhibits.                    The following exhibits are being filed herewith:

 

EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

99.1

 

Court Order, dated May 25, 2018 (Company’s Form 8-K filed on May 25, 2018).

 

 

 

99.2

 

Court Order, dated June 13, 2018.

 

2



 

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: June 19, 2018

By:

/s/ Benjamin Wolin

 

 

  Benjamin Wolin

 

 

  Chairman of the Board

 

3


Exhibit 99.2

 

STATE OF MICHIGAN IN THE CIRCUIT COURT FOR THE COUNTY OF OAKLAND

 

ROCKWELL MEDICAL INC

   Plaintiff,

NO:    2018-165893-CB

 

 

 

  V

 

HON. WENDY POTTS

CHIOINI.ROBERT,,

Defendant,

 

 

 

In the matter of:

 

 

ORDER REGARDING MOTION

 

Motion Title:     Motion to Enforce Status Quo Order and Objection to Entry of Amended Order

 

 

 

 

 

 

 

 

The above named motion is:

o    granted.

 

 

 

x   granted in part, denied in part.

 

 

 

o    denied.

 

 

 

x   for the reasons stated on the record.

 

 

 

In addition:

The annual shareholder meeting shall be adjourned for 30 days. The company shall not make any material changes pending further order of the Court. Any disagreement as to whether an action constitutes a material change shall be brought before the Court. Material changes shall not include the day to day operations of the company.

 

 

 

DATED:       06/13/2018

/s/ Wendy Potts

 

 

 

Hon. Wendy Potts

 

 

 

Circuit Court Judge

 

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