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. 16)1

 

Rockwell Medical, Inc.

(Name of Issuer)

 

Common Stock, par value 0.0001 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

 

GUY P. LANDER

CARTER LEDYARD & MILBURN LLP

2 WALL STREET, NEW YORK, NY 10005

212-732-3200

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

May 30, 2022

(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.

 

1The 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

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  7  

SOLE VOTING POWER

 

5,570

  8  

SHARED VOTING POWER

 

- 0 -

  9  

SOLE DISPOSITIVE VOTING POWER

 

5,570

  10  

SHARED DISPOSITIVE POWER

        

589,505

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

595,075

 
12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

6.3%

 
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

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  7  

SOLE VOTING POWER

 

5,894

  8  

SHARED VOTING POWER

 

- 0 -

  9  

SOLE DISPOSITIVE VOTING POWER

 

5,894

  10  

SHARED DISPOSITIVE POWER

        

- 0 -

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,894

 
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

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  7  

SOLE VOTING POWER

 

3,498

  8  

SHARED VOTING POWER

 

- 0 -

  9  

SOLE DISPOSITIVE VOTING POWER

 

3,498

  10  

SHARED DISPOSITIVE POWER

        

- 0 -

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,498

 
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

 

The RBI Opportunities Fund, 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

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  7  

SOLE VOTING POWER

 

491,700*

  8  

SHARED VOTING POWER

 

- 0 -

  9  

SOLE DISPOSITIVE VOTING POWER

 

491,700*

  10  

SHARED DISPOSITIVE POWER

        

- 0 -

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

491,700*

 
12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.2%*

 
14  

TYPE OF REPORTING PERSON

 

OO

 

 

*Includes 176,627 Shares issuable upon the exercise of warrants that are subject to a 19.9% blocking provision, meaning that they can be exercised only to the extent that such exercise would not cause the holder’s and its affiliates’ beneficial ownership of Shares to exceed 19.9%.

 

Numbers reflect the reverse split that became effective on May 13, 2022.

 

5

 

 

CUSIP No. 774374102

 

1  

NAME OF REPORTING PERSON

 

The RBI Opportunities Fund 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

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  7  

SOLE VOTING POWER

 

205,561*

  8  

SHARED VOTING POWER

 

- 0 -

  9  

SOLE DISPOSITIVE VOTING POWER

 

205,561*

  10  

SHARED DISPOSITIVE POWER

        

- 0 -

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

205,561*

 
12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

2.2%*

 
14  

TYPE OF REPORTING PERSON

 

OO

 

 

*Includes 75,261 Shares issuable upon the exercise of warrants that are subject to a 19.9% blocking provision, meaning that they can be exercised only to the extent that such exercise would not cause the holder’s and its affiliates’ beneficial ownership of Shares to exceed 19.9%.

 

Numbers reflect the reverse split that became effective on May 13, 2022.

 

6

 

 

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

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  7  

SOLE VOTING POWER

 

706,653*

  8  

SHARED VOTING POWER

 

- 0 -

  9  

SOLE DISPOSITIVE VOTING POWER

 

706,653*

  10  

SHARED DISPOSITIVE POWER

        

- 0 -

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

706,653*

 
12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

7.5%*

 
14  

TYPE OF REPORTING PERSON

 

OO

 

 

*Includes 251,888 Shares issuable upon the exercise of warrants that are subject to a 19.9% blocking provision, meaning that they can be exercised only to the extent that such exercise would not cause the holder’s and its affiliates’ beneficial ownership of Shares to exceed 19.9%.

 

Numbers reflect the reverse split that became effective on May 13, 2022.

 

7

 

 

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

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  7  

SOLE VOTING POWER

 

11,360

  8  

SHARED VOTING POWER

 

- 0 -

  9  

SOLE DISPOSITIVE VOTING POWER

 

11,360

  10  

SHARED DISPOSITIVE POWER

        

- 0 -

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

11,360

 
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

 

 

8

 

 

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

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

   

SOLE VOTING POWER

 

723,357*

  8  

SHARED VOTING POWER

 

19,637

  9  

SOLE DISPOSITIVE VOTING POWER

 

723,357*

  10  

SHARED DISPOSITIVE POWER

        

609,142

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,332,499*

 
12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

14.2%*

 
14  

TYPE OF REPORTING PERSON

 

IN

 

 

*Includes 251,888 Shares issuable upon the exercise of warrants that are subject to a 19.9% blocking provision, meaning that they can be exercised only to the extent that such exercise would not cause the holder’s and its affiliates’ beneficial ownership of Shares to exceed 19.9%.

 

Numbers reflect the reverse split that became effective on May 13, 2022.

 

9

 

 

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

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

   

SOLE VOTING POWER

 

4,802

  8  

SHARED VOTING POWER

 

20,411

  9  

SOLE DISPOSITIVE VOTING POWER

 

4,802

  10  

SHARED DISPOSITIVE POWER

        

605,781

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

610,583

 
12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

6.5%

 
14  

TYPE OF REPORTING PERSON

 

IN

 

  

10

 

 

CUSIP No. 774374102

 

The following constitutes Amendment No. 16 to the Schedule 13D filed by the undersigned (“Amendment No. 16”). This Amendment No. 16 amends the Schedule 13D as specifically set forth herein.

 

Item 2. Identity and Background.

 

Item 2 is hereby amended and restated to read as follows:

 

(a) This statement is filed by:

 

  (i) Richmond Brothers, Inc., a Michigan corporation (“Richmond Brothers”), which serves as the investment advisor to certain managed accounts (the “Separately Managed Accounts”);

 

  (ii) RBI Private Investment I, LLC, a Delaware limited liability company (“RBI PI”);

 

  (iii) RBI Private Investment II, LLC, a Delaware limited liability company (“RBI PII”);

 

  (iv) The RBI Opportunities Fund, LLC, a Delaware limited liability company (“RBI Opportunities”);

 

  (v) The RBI Opportunities Fund II, LLC, a Delaware limited liability company (“RBI Opportunities II”);

 

  (vi) RBI PI Manager, LLC, a Delaware limited liability company (“RBI Manager”), which serves as the manager of RBI PI, RBI PII, RBI Opportunities and RBI Opportunities II;

 

  (vii) Richmond Brothers 401(k) Profit Sharing Plan, an employee benefit plan organized under the laws of Michigan (the “RBI Plan”);

 

  (viii) David S. Richmond, who serves as Chairman of Richmond Brothers, manager of RBI Manager and a trustee of the RBI Plan; and

 

  (ix) Matthew J. Curfman, who serves as President of Richmond Brothers and a trustee of the RBI Plan.

 

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

 

(b) The address of the principal office of each of the Reporting Persons is 3568 Wildwood Avenue, Jackson, Michigan 49202.

 

11

 

 

CUSIP NO. 774374102

 

(c) The principal business of Richmond Brothers is serving as a registered investment advisor and is the investment advisor to the Separately Managed Accounts. The principal business of each of RBI PI, RBI PII, RBI Opportunities and RBI Opportunities II is investing in securities. The principal business of RBI Manager is serving as the manager of RBI PI, RBI PII, RBI Opportunities and RBI Opportunities II. The principal business of the RBI Plan is investing in securities. The principal occupation of Mr. Richmond is serving as Chairman of Richmond Brothers, manager of RBI Manager and a trustee of the RBI Plan. The principal occupation of Mr. Curfman is serving as President of Richmond Brothers and a trustee of the RBI Plan.

 

(d) No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e) No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

(f) Messrs. Richmond and Curfman are citizens of the United States of America.

 

  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 Richmond Brothers, RBI PI, RBI PII, RBI Opportunities, RBI Opportunities II 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). The aggregate purchase price of the 5,570 Shares owned directly by Richmond Brothers is approximately $9,079, excluding brokerage commissions. The aggregate purchase price of the 706,653 Shares held by the Separately Managed Accounts is approximately $1,151,844, excluding brokerage commissions. The aggregate purchase price of the 5,894 Shares owned directly by RBI PI is approximately $9,607, excluding brokerage commissions. The aggregate purchase price of the 3,498 Shares owned directly by RBI PII is approximately $5,702, excluding brokerage commissions. The aggregate purchase price of the 697,261 Shares (together with the warrants referenced in the first sentence of the following paragraph) owned in the aggregate by RBI Opportunities and RBI Opportunities II is $1,136,535, excluding brokerage commissions. The aggregate purchase price of the 11,360 Shares owned directly by the RBI Plan is approximately $18,517, excluding brokerage commissions.

 

Pursuant to the Securities Purchase Agreement entered into on October 15, 2018 (as defined and described in Amendment No. 12 to the Schedule 13D), RBI Opportunities received warrants exercisable into 251,888 Shares from the Issuer, of which warrants exercisable into 75,261 Shares were transferred to RBI Opportunities II in an exempt transaction. The warrants have an exercise price of $54.56 per Share and will now expire on April 30, 2025.

 

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). The aggregate purchase price of the 19,411 Shares beneficially owned by Mr. Richmond, including 2,707 Shares directly owned by his spouse and 4,135 Shares directly owned by his daughter, is approximately $31,639, 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). The aggregate purchase price of the 4,802 Shares beneficially owned by Mr. Curfman, including the 3,481 Shares directly owned by his spouse, is approximately $7,827, excluding brokerage commissions.

 

12

 

 

CUSIP No. 774374102

 

Item 5. Interest in Securities of the Issuer.

 

Items 5 to Schedule 13D is hereby amended and restated, in pertinent part, as follows:

 

The aggregate percentage of Shares reported owned by each person named herein is based upon 9,384,591 Shares outstanding as of May 30, 2022, which is the total number of Shares outstanding based on information contained in the Issuer’s Prospectus Supplement filed pursuant to Rule 424(b)(5) with the Securities and Exchange Commission on June 1, 2022. The Reporting Persons beneficially own those Shares as follows

 

A. Richmond Brothers

 

  (a) As of the date hereof, Richmond Brothers directly beneficially owned 5,570 Shares, and an additional 595,505 Shares were held in the Separately Managed Accounts. As the investment advisor to the Separately Managed Accounts, Richmond Brothers may also be deemed the beneficial owner of the 595,505 Shares held in the Separately Managed Accounts.

Percentage: Approximately 6.3%

 

  (b) 1. Sole power to vote or direct vote: 5,570
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 5,570
4. Shared power to dispose or direct the disposition: 589,505

 

B. RBI PI

 

  (a) As of the date hereof, RBI PI beneficially owned 5,894 Shares.

Percentage: Less than 1%

 

  (b) 1. Sole power to vote or direct vote: 5,894
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 5,894
4. Shared power to dispose or direct the disposition: 0

 

13

 

 

CUSIP No. 774374102

 

C. RBI PII

 

  (a) As of the date hereof, RBI PII beneficially owned 3,498 Shares.

Percentage: Less than 1%

 

  (b) 1. Sole power to vote or direct vote: 3,498
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 3,498
4. Shared power to dispose or direct the disposition: 0

 

D. RBI Opportunities

 

  (a) As of the date hereof, RBI Opportunities beneficially owned 491,700 Shares (including 176,627 Shares issuable upon the exercise of warrants that are subject to a 19.9% blocking provision, meaning that they can be exercised only to the extent that such exercise would not cause the holder’s and its affiliates’ beneficial ownership of Shares to exceed 19.9% of the outstanding Shares).

Percentage: Approximately 5.2%

 

  (b) 1. Sole power to vote or direct vote: 491,700
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 491,700
4. Shared power to dispose or direct the disposition: 0

 

E. RBI Opportunities II

 

  (a) As of the date hereof, RBI Opportunities II beneficially owned 205,561 Shares (including 75,261 Shares issuable upon the exercise of warrants that are subject to a 19.9% blocking provision, meaning that they can be exercised only to the extent that such exercise would not cause the holder’s and its affiliates’ beneficial ownership of Shares to exceed 19.9% of the outstanding Shares).

Percentage: Approximately 2.2%

 

  (b) 1. Sole power to vote or direct vote: 205,561
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 205,561
4. Shared power to dispose or direct the disposition: 0

 

14

 

 

CUSIP No. 774374102

 

F. RBI Manager

 

  (a) As the manager of RBI PI, RBI PII, RBI Opportunities and RBI Opportunities II, RBI Manager may be deemed the beneficial owner of the (i) 5,894 Shares owned by RBI PI, (ii) 3,498 Shares owned by RBI PII, (iii) 491,700 Shares beneficially owned by RBI Opportunities and (iv) 205,561 Shares beneficially owned by RBI Opportunities II.

Percentage: Approximately 7.5%

 

  (b) 1. Sole power to vote or direct vote: 706,653
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 706,653
4. Shared power to dispose or direct the disposition: 7.5%

 

G. RBI Plan

 

  (a) As of the date hereof, the RBI Plan beneficially owned 11,360 Shares.

Percentage: Less than 1%

 

  (b) 1. Sole power to vote or direct vote: 11,360
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 11,360
4. Shared power to dispose or direct the disposition: 0

 

H. Mr. Richmond

 

  (a) As of the date hereof, Mr. Richmond beneficially owned 723,357 Shares, including 2,707 Shares directly owned by his spouse, 4,135 Shares directly owned by his daughter. 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) 5,570 Shares owned directly by Richmond Brothers, (ii) 595,505 Shares held in the Separately Managed Accounts, (iii) 5,894  Shares owned by RBI PI, (iv) 38,490 Shares owned by RBI PII, (v) 491,700 Shares beneficially owned by RBI Opportunities, (vi) 205,561 Shares beneficially owned by RBI Opportunities II and (vii) 11,360 Shares owned by the RBI Plan.

Percentage: Approximately 14.2%

 

  (b) 1. Sole power to vote or direct vote: 723,357
2. Shared power to vote or direct vote: 19,637
3. Sole power to dispose or direct the disposition: 723,357
4. Shared power to dispose or direct the disposition: 609,142

 

15

 

 

CUSIP No. 774374102

 

I. Mr. Curfman

 

  (a) As of the date hereof, Mr. Curfman beneficially owned 4,802 Shares, including 3,481 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) 5,570 Shares owned directly by Richmond Brothers, (ii) 595,505 Shares held in the Separately Managed Accounts and (iii) 11,360 Shares owned by the RBI Plan.

Percentage: Approximately 6.5%

 

  (b) 1. Sole power to vote or direct vote: 4,802
2. Shared power to vote or direct vote: 20,411
3. Sole power to dispose or direct the disposition: 4,802
4. Shared power to dispose or direct the disposition: 605,781

 

An aggregate of 1,332,499 Shares (including 251,888 Shares issuable upon the exercise of warrants that are subject to a 19.9% blocking provision), constituting beneficial ownership of approximately 14.2% of the outstanding Shares, are reported in this Amendment No. 16 to the Schedule 13D.

 

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 or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that he or it does not directly own.

 

  (c) The transactions in the securities of the Issuer by the Reporting Persons during the past sixty days are set forth in Schedule A and are incorporated herein by reference. Such transactions were effected in the open market.

 

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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: June 23, 2022

 

  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

 

  The RBI Opportunities Fund, LLC
   
  By: RBI PI Manager, LLC
    Manager
     
  By:  /s/ David S. Richmond
    Name:   David S. Richmond
    Title: Manager

 

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CUSIP No. 774374102

 

  The RBI Opportunities Fund 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

 

   /s/ David S. Richmond
  David S. Richmond
   
   /s/ Matthew J. Curfman
  Matthew J. Curfman

 

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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 Security ($)   Date of
Purchase / Sale
   Richmond Brothers, Inc.
(Through the Separately Managed Accounts)
    
Sale of Common Stock   (2,631)   0.2850   05/10/2022
Sale of Common Stock   (2,348)   0.2850   05/10/2022
Sale of Common Stock   (125)   1.9457   05/17/2022
Sale of Common Stock   (202)   1.9601   05/18/2022
Sale of Common Stock   (339)   1.9250   05/19/2022
Sale of Common Stock   (304)   1.6700   06/02/2022
Sale of Common Stock   (303)   1.6750   06/02/2022
Sale of Common Stock   (757)   1.5165   06/08/2022
Sale of Common Stock   (84)   1.5050   06/09/2022
Sale of Common Stock   (1,157)   1.4200   06/10/2022
Sale of Common Stock   (787)   1.4077   06/10/2022
Sale of Common Stock   (751)   1.3200   06/14/2022
Sale of Common Stock   (20)   1.3400   06/14/2022
Sale of Common Stock   (388)   1.3265   06/14/2022
Sale of Common Stock   (101)   1.4170   06/17/2022
Sale of Common Stock   (102)   1.4206   06/17/2022
Sale of Common Stock   (67)   1.3997   06/17/2022
Sale of Common Stock   (52)   1.4077   06/17/2022
Sale of Common Stock   (92)   1.3989   06/17/2022

 

 

 

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