rmti-20230331

United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

__________________________________________________

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2023


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 000-23661

ROCKWELL MEDICAL, INC.

(Exact name of registrant as specified in its charter)


Delaware									38-3317208
(State or other jurisdiction of incorporation or organization)									(I.R.S. Employer Identification No.)
30142 S. Wixom Road, Wixom, Michigan									48393
(Address of principal executive offices)									(Zip Code)

(248) 960-9009

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year,

if changed since last report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:

Trading Symbol

Name of each exchange on which registered:

Common Stock, par value $0.0001

RMTI

Nasdaq Capital Market

The number of shares of common stock outstanding as of May 12, 2023 was 13,743,673.

Rockwell Medical, Inc. and Subsidiaries

Index to Form 10-Q


			Page
Part I — Financial Information (unaudited)

Item 1 - Financial Statements

Condensed Consolidated Balance Sheets as of March 31, 2023 and December 31, 202 2			3

Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2023 and 202 2			5

Condensed Consolidated Statements of Comprehensive Loss for the Three Months Ended March 31, 2023 and 2022			6

Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2023 and 2022			7

Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2023 and 2022			8

Notes to Condensed Consolidated Financial Statements			8

Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations			24

Item 3 - Quantitative and Qualitative Disclosures about Market Risk			27

Item 4 - Controls and Procedures			27

Part II — Other Information

Item 1 - Legal Proceedings			28

Item 1A - Risk Factors			28

Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds			29

Item 3 - Defaults Upon Senior Securities			29

Item 4 - Mine Safety Disclosures			29

Item 5 - Other Information			29

Item 6 - Exhibits			30

Signatures			31

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

ROCKWELL MEDICAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars In Thousands)


	March 31, 2023		December 31, 2022
	(Unaudited)
ASSETS
Cash and Cash Equivalents	$	10,894	$	10,102
Investments Available-for-Sale	5,940		11,390
Accounts Receivable, net	6,021		6,259

Inventory	5,595		5,814
Prepaid and Other Current Assets	1,240		1,745
Total Current Assets	29,690		35,310
Property and Equipment, net	2,179		2,194
Inventory, Non-Current	1,276		1,276
Right of Use Assets-Operating, net	3,558		3,943
Right of Use Assets-Financing, net	2,326		2,468
Goodwill	921		921
Other Non-Current Assets	522		523
Total Assets	$	40,472	$	46,635
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts Payable	$	5,202	$	4,053
Accrued Liabilities	4,359		7,702

Lease Liability-Operating - Current	1,473		1,483
Lease Liability-Financing - Current	532		522
Deferred License Revenue - Current	259		1,731
Term Loan - Net of Issuance Costs	3,131		1,631
Insurance Financing Note Payable	—		503
Customer Deposits	114		66

Total Current Liabilities	15,070		17,691

Lease Liability-Operating - Long-Term	2,214		2,581
Lease Liability-Financing - Long-Term	1,950		2,088
Term Loan, Net of Issuance Costs	6,147		7,555
Deferred License Revenue - Long-Term	2,535		2,600
Long Term Liability - Other	14		14
Total Liabilities	27,930		32,529




Stockholders’ Equity:
Preferred Stock, $0.0001 par value, 2,000,000 shares authorized; 15,000 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively	—		—
Common Stock, $0.0001 par value; 170,000,000 shares authorized; 12,552,673 and 12,163,673 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively	1		1
Additional Paid-in Capital	402,894		402,701
Accumulated Deficit	(390,509)		(388,759)
Accumulated Other Comprehensive Income	156		163
Total Stockholders’ Equity	12,542		14,106
Total Liabilities and Stockholders’ Equity	$	40,472	$	46,635

The accompanying notes are an integral part of the condensed consolidated financial statements.

ROCKWELL MEDICAL, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In Thousands, Except Shares and Per Share Amounts)


	Three Months Ended March 31, 2023		Three Months Ended March 31, 2022

Net Sales	$	19,668	$	16,124
Cost of Sales	17,069		16,910
Gross Profit (Loss)	2,599		(786)
Research and Product Development	278		1,567
Selling and Marketing	498		455
General and Administrative	3,250		3,818

Operating Loss	(1,427)		(6,626)

Other (Expense) Income
Realized Gain on Investments	—		4

Interest Expense	(387)		(540)
Interest Income	64		—
Total Other Expense	(323)		(536)

Net Loss	$	(1,750)	$	(7,162)

Basic and Diluted Net Loss per Share	$	(0.10)	$	(0.84)
Basic and Diluted Weighted Average Shares Outstanding	18,359,940		8,544,225

The accompanying notes are an integral part of the condensed consolidated financial statements.

ROCKWELL MEDICAL, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In Thousands)


	Three Months Ended March 31, 2023		Three Months Ended March 31, 2022

Net Loss	$	(1,750)	$	(7,162)
Unrealized Loss on Available-for-Sale Debt Instrument Investments	(3)		—
Foreign Currency Translation Adjustments	(4)		(1)
Comprehensive Loss	$	(1,757)	$	(7,163)

The accompanying notes are an integral part of the condensed consolidated financial statements.

ROCKWELL MEDICAL, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(Dollars in Thousands)


	PREFERRED STOCK			COMMON STOCK			ADDITIONAL PAID-IN CAPITAL		ACCUMULATED DEFICIT		ACCUMULATED OTHER COMPREHENSIVE INCOME		TOTAL STOCKHOLDERS' EQUITY
	SHARES	AMOUNT		SHARES	AMOUNT
Balance as of January 1, 2023	15,000	$	—	12,163,673	$	1	$	402,701	$	(388,759)	$	163	$	14,106
Net Loss	—	—		—	—		—		(1,750)		—		(1,750)
Unrealized Loss on Available-for-Sale Investments	—	—		—	—		—		—		(3)		(3)
Foreign Currency Translation Adjustments	—	—		—	—		—		—		(4)		(4)


Issuance of Common Stock upon exercise of Pre-Funded Warrants	—	—		389,000	—		—		—		—		—
Stock-based Compensation	—	—		—	—		193		—		—		193
Balance as of March 31, 2023	15,000	$	—	12,552,673	$	1	$	402,894	$	(390,509)	$	156	$	12,542

The accompanying notes are an integral part of the condensed consolidated financial statements.

ROCKWELL MEDICAL, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(Dollars in Thousands)


	PREFERRED STOCK			COMMON STOCK			ADDITIONAL PAID-IN CAPITAL		ACCUMULATED DEFICIT		ACCUMULATED OTHER COMPREHENSIVE INCOME	TOTAL STOCKHOLDERS' EQUITY (DEFICIT)
	SHARES	AMOUNT		SHARES	AMOUNT
Balance as of January 1, 2022	—	$	—	8,544,225	$	1	$	372,562	$	(370,080)