rmti-20260331

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, 2026


☐			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 ☒ No

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 April 30, 2026 was 39,470,299.

Rockwell Medical, Inc. and Subsidiaries

Index to Form 10-Q


			Page
Part I — Financial Information (unaudited)

Item 1 - Unaudited Financial Statements

Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025			3

Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2026 and 2025			4

Condensed Consolidated Statements of Comprehensive Loss for the Three Months Ended March 31, 2026 and 2025			5

Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2026 and 2025			6

Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025			7

Notes to Condensed Consolidated Financial Statements			8

Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations			14

Item 3 - Quantitative and Qualitative Disclosures about Market Risk			15

Item 4 - Controls and Procedures			15

Part II — Other Information

Item 1 - Legal Proceedings			15

Item 1A - Risk Factors			16

Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds			16

Item 3 - Defaults Upon Senior Securities			16

Item 4 - Mine Safety Disclosures			16

Item 5 - Other Information			16

Item 6 - Exhibits			16

Signatures			17

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

ROCKWELL MEDICAL, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and par value amounts)


	March 31, 2026		December 31, 2025
ASSETS
Cash and Cash Equivalents	$	9,609	$	10,711
Investments Available-for-Sale	14,281		14,286
Accounts Receivable, net	8,825		8,143

Inventory, net	3,055		3,424
Prepaid and Other Current Assets	1,173		1,599
Total Current Assets	36,943		38,163

Property and Equipment, net	4,328		4,629

Right of Use Assets - Operating, net	4,608		2,569
Right of Use Assets - Finance, net	549		651
Intangible Assets, net	9,518		9,656
Goodwill	921		921
Other Non-Current Assets	556		556
Total Assets	$	57,423	$	57,145
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts Payable	$	3,446	$	1,999
Accrued Liabilities	3,160		4,337
Deferred Consideration - Current	500		1,000
Lease Liabilities - Operating - Current	1,451		1,155
Lease Liabilities - Finance - Current	468		469

Term Loans - Current - Net of Issuance Costs	707		—
Insurance Financing Note Payable	66		264
Customer Deposits	70		356

Total Current Liabilities	9,868		9,580

Lease Liabilities - Operating - Long-Term	3,301		1,454
Lease Liabilities - Finance - Long-Term	190		304
Term Loans - Long-Term, net of Issuance Costs	8,207		8,826



Total Liabilities	21,566		20,164

Commitments and Contingencies (see Note 13)

Stockholders' Equity:
Preferred Stock, $0.0001 par value, 2,000,000 shares authorized; 15,000 shares issued and outstanding at March 31, 2026 and December 31, 2025	—		—
Common Stock, $0.0001 par value; 170,000,000 shares authorized; 39,470,299 and 39,405,302 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively	4		4
Additional Paid-in Capital	440,317		439,838
Accumulated Deficit	(404,597)		(402,992)
Accumulated Other Comprehensive Income	133		131
Total Stockholders’ Equity	35,857		36,981
Total Liabilities and Stockholders’ Equity	$	57,423	$	57,145

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 share and per share amounts)


	Three Months Ended March 31,
		2026		2025

Net Sales		$	17,336	$	18,914
Cost of Sales		14,439		15,872
Gross Profit		2,897		3,042

Selling and Marketing		567		711
General and Administrative		3,810		3,691
Operating Loss		(1,480)		(1,360)

Other Income (Expense):
Realized Gain on Available-for-Sale Investments		120		56
Interest Expense		(282)		(277)
Interest Income		37		66
Total Other Expense, net		(125)		(155)

Net Loss		$	(1,605)	$	(1,515)

Basic and Diluted Net Loss per Share		$	(0.04)	$	(0.04)

Basic and Diluted Weighted Average Shares Outstanding		39,418,302		34,107,640

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,
		2026		2025

Net Loss		$	(1,605)	$	(1,515)
Reclassification of Realized Gain on Available-for-Sale Investments Included in Net Loss		(120)		(56)
Unrealized Gain on Available-for-Sale Investments		122		62

Comprehensive Loss		$	(1,603)	$	(1,509)

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

(In thousands, except share amounts)


	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, 2026	15,000	$	—	39,405,302	$	4	$	439,838	$	(402,992)	$	131	$	36,981
Net Loss	—	—		—	—		—		(1,605)		—		(1,605)
Reclassification of Realized Gain on Available-for-Sale Investments	—	—		—	—		—		—		(120)		(120)
Unrealized Gain on Available-for-Sale Investments	—	—		—	—		—		—		122		122

Vesting of Restricted Stock Units Issued, net of Taxes Withheld and Cancellations	—	—		64,997	—		—		—		—		—

Stock-based Compensation	—	—		—	—		479		—		—		479
Balance as of March 31, 2026	15,000	$	—	39,470,299	$	4	$	440,317	$	(404,597)	$	133	$	35,857


	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, 2025	15,000	$	—	34,056,920	$	3	$	430,207	$	(397,678)	$	54	$	32,586
Net Loss	—	—		—	—		—		(1,515)		—		(1,515)
Reclassification of Realized Gain on Available-for-Sale Investments	—	—		—	—		—		—		(56)		(56)
Unrealized Gain on Available-for-Sale Investments	—	—		—	—		—		—		62		62

Vesting of Restricted Stock Units Issued, net of Taxes Withheld and Cancellations	—	—		200,983	—		—		—		—		—

Stock-based Compensation	—	—		—	—		445		—		—		445
Balance as of March 31, 2025	15,000	$	—	34,257,903	$	3	$	430,652	$	(399,193)	$	60	$	31,522

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

ROCKWELL MEDICAL, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)


	Three Months Ended March 31,
	2026		2025
Cash Flows From Operating Activities:
Net Loss	$	(1,605)	$	(1,515)
Adjustments To Reconcile Net Loss To Net Cash Used In Operating Activities:
Depreciation and Amortization	511		539
Stock-based Compensation	479		445
Write-off of Inventory	—		178

Non-cash Lease Expense from Right of Use Assets	512		518
Amortization of Debt Financing Costs and Accretion of Debt Discount and Premium	88		88
Loss on Disposal of Assets	178		54
Realized Gain on Sale of Investments	(120)		(56)

Changes in Assets and Liabilities:
Accounts Receivable	(682)		(1,379)
Inventory	369		733
Prepaid and Other Assets	426		378
Accounts Payable	1,446		(944)
Lease Liabilities	(306)		(389)
Accrued and Other Liabilities	(1,463)		(1,662)
Deferred License Revenue	—		(475)

Net Cash Used In Operating Activities	(167)		(3,487)
Cash Flows From Investing Activities:
Purchases of Investments Available-for-Sale	(7,072)		(2,938)
Proceeds from Sales of Investments Available-for-Sale	7,200		3,000
Purchases of Equipment	(425)		(63)
Proceeds from Sale of Equipment	175		—
Net Cash Used In Investing Activities	(122)		(1)
Cash Flows From Financing Activities:



Payments on Insurance Financing Note Payable	(198)		(201)
Payments on Finance Lease Liabilities	(115)		(146)


Deferred Consideration Paid in Connection with Evoqua Asset Acquisition	(500)		(436)


Net Cash Used In Financing Activities	(813)		(783)


Net Decrease in Cash and Cash Equivalents	(1,102)		(4,271)
Cash and Cash Equivalents at Beginning of Period	10,711		15,662
Cash and Cash Equivalents at End of Period	$	9,609	$	11,391

Supplemental Disclosure of Cash Flow Information:
Cash Paid for Interest	$	193	$	190

Supplemental Disclosure of Noncash Investing and Financing Activities:

Right of Use Assets - Operating Obtained in Exchange for Lease Liabilities - Operating	$	2,450	$	—

Change in Unrealized Gain on Investments Available-for-Sale	$	2	$	5

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

ROCKWELL MEDICAL, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. Description of Business

Rockwell Medical, Inc. (the "Company", "Rockwell", or "Rockwell Medical") is a healthcare company that develops, manufactures, commercializes, and distributes a portfolio of hemodialysis products for dialysis providers worldwide.

Rockwell is a supplier of liquid and dry, acid and bicarbonate concentrates for dialysis patients. Hemodialysis is the most common form of end-stage kidney disease treatment and is usually performed in freestanding outpatient dialysis centers, at hospital-based outpatient centers, skilled nursing facilities, or a patient’s home.

Rockwell manufactures hemodialysis concentrates under current Good Manufacturing Practices ("cGMP") at its two facilities in Michigan and Texas, and manufactures dry acid concentrate mixers at its facility in Iowa. Rockwell delivers the majority of its hemodialysis concentrates products and mixers to dialysis clinics throughout the United States and internationally utilizing its own delivery trucks and third-party carriers.

Rockwell was incorporated in the state of Michigan in 1996 and re-domiciled to the state of Delaware in 2019. Our headquarters is located at 30142 Wixom Road, Wixom, Michigan 48393. Our telephone number is (248) 960-9009 and our website is https://www.rockwellmed.com.

2. Liquidity and Capital Resources

As of March 31, 2026, Rockwell had approximately $23.9 million of cash, cash equivalents and investments available-for-sale, and working capital of $27.1 million. Net cash used in operating activities for the three months ended March 31, 2026 was approximately $0.2 million. Based on the currently available working capital along with the expectation of management of its ability to execute on its operational plans as discussed below, management believes the Company currently has sufficient funds to meet its operating requirements for at least the next twelve months from the date of the filing of this report.

The Company continues to review its operational plans and execute on the acquisition of new customers, and has implemented cost containment activities. The Company may require additional capital to sustain its operations and make the investments it needs to execute its strategic plan. In addition, the Company's plans may include raising capital, if needed, by using the $13.1 million remaining on its at-the-market ("ATM") facility or other methods or forms of financings, subject to existing limitations. If the Company attempts to obtain additional debt or equity financing, the Company cannot assume such financing will be available on favorable terms, if at all.

The Company is subject to certain covenants and cure provisions under its Loan Agreement (as defined below in Note 15) with Innovatus Life Sciences Lending Fund I, LP ("Innovatus"), which, on January 2, 2024, was amended to include, among other things, an interest-only period for 30 months, or up to 36 months if certain conditions are met, and to extend the maturity date to January 1, 2029 (See Note 15 for further detail). The Company satisfied those conditions and will now make interest-only payments for the full 36 months. As of March 31, 2026, the Company is in compliance with all covenants.

The global macroeconomic environment is uncertain, and could be negatively affected by, among other things, changes in U.S. trade policies, including tariffs and other trade restrictions or the threat of such actions, instability in the global capital and credit markets, supply chain weaknesses, and instability in the geopolitical environment, including as a result of the Russian invasion of Ukraine, the conflicts in the Middle East and other political tensions, and the occurrence of natural disasters and public health crises. Such challenges have caused, and may continue to cause, recession fears, rising interest rates, foreign exchange volatility and inflationary pressures. At this time, the Company is unable to quantify the potential effects, if any, of this economic and political instability on its future operations.

Rockwell has utilized a range of financing methods to fund its operations in the past; however, current conditions in the financial and credit markets may limit the availability of funding, refinancing or increase the cost of funding. Due to the rapidly evolving nature of the global situation, it is not possible to predict the extent to which these conditions could adversely affect the Company's liquidity and capital resources in the future.

3. Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements

Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Rule 10-01 of Regulation S-X of the U. S. Securities and Exchange Commission (“SEC”) and on the same basis as the Company prepares its annual audited consolidated financial statements.

The condensed consolidated balance sheet at March 31, 2026, and the condensed consolidated statements of operations, comprehensive loss, changes in stockholders' equity, and cash flows for the three months ended March 31, 2026 and 2025 are unaudited, but include all adjustments, consisting of normal recurring adjustments the Company considers necessary for a fair presentation of the financial position, operating results, and cash flows for the periods presented. The results for the three months ended March 31, 2026 are not necessarily indicative of results to be expected for the year ending December 31, 2026 or for any future interim period. The condensed consolidated balance sheet at December 31, 2025 has been derived from audited financial statements; however, it does not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying condensed consolidated financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2025 and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 as filed with the SEC on March 26, 2026. The Company’s consolidated subsidiaries consist of its wholly-owned subsidiaries, Rockwell Transportation, Inc. and Rockwell Medical India Private Limited.

The accompanying condensed consolidated interim financial statements include the accounts of the Company and its subsidiaries. All material intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Restructuring and Other Charges

In the third quarter of 2025, the Company concluded manufacturing at its facility in Greer, South Carolina as part of its ongoing efforts to streamline operations and improve efficiency. This was neither material to the Company’s overall financial position nor performance. No impairment losses were recorded, as the plant's assets were either fully depreciated prior to closure or transferred to other operating locations. The closure is not expected to have a significant impact on the Company's future operations, and the restructuring activities associated with this closure are substantially complete.

Loss Per Share

Basic and diluted net loss per share for the three months ended March 31, 2026 and 2025 was calculated as follows:


	Three Months Ended March 31,
(In thousands, except share and per share amounts)		2026		2025
Numerator:
Net Loss		$	(1,605)	$	(1,515)


Net Loss Attributable to Common Stockholders		$	(1,605)	$	(1,515)

Denominator:
Weighted Average Number of Shares of Common Stock Outstanding - Basic and Diluted		39,418,302		34,107,640





Net Loss per Share Attributable to Common Stockholders - Basic and Diluted		$	(0.04)	$	(0.04)

Basic income (loss) per share (“EPS”) is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted EPS gives effect to the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock, using the more dilutive of the two- class method and the if-

converted method in the period of earnings. The two-class method is an earnings allocation method that determines income (loss) per share (when there are earnings) for common stock and participating securities. The if-converted method assumes all convertible securities are converted into common stock. Diluted EPS excludes all dilutive potential shares of common stock if their effect is anti-dilutive.

The Company’s potentially dilutive securities include stock options, restricted stock awards and units, convertible preferred stock and warrants. The following table includes the potential shares of common stock that were excluded from the computation of diluted EPS attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect:


	Three Months Ended March 31,
		2026	2025
Warrants to Purchase Common Stock		3,984,484	3,984,484
Options to Purchase Common Stock		3,200,049	1,884,476
Convertible Preferred Stock		1,405,001	1,391,045
Unvested Restricted Stock Units		1,073,330	383,326
Unvested Restricted Stock Units - Market Condition		717,000	—
Unvested Restricted Stock Awards		—	891
Total		10,379,864	7,644,222

Adoption of Recent Accounting Pronouncements and New Accounting Pronouncements

The Company continually assesses new accounting pronouncements to determine their applicability. When it is determined a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a review to determine the consequences of the change to its consolidated financial statements and assures there are sufficient controls in place to ascertain the Company’s consolidated financial statements properly reflect the change.

Recently Adopted Accounting Pronouncements

In July 2025, the Financial Accounting Standards Board ("FASB") issued the Accounting Standards Update ("ASU") 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which simplifies the estimation of credit losses on current accounts receivable and contract assets by allowing the election of a practical expedient to assume that the current conditions as of the consolidated balance sheet date will remain unchanged for the remaining life of the asset when developing a reasonable and supportable forecast as part of estimating expected credit losses on these assets. The Company adopted this ASU on January 1, 2026, and the adoption did not have a material impact on the Company’s consolidated financial statements or footnote disclosures.

New Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which is intended to provide more detailed information about specified categories of expenses (purchases of inventory, employee compensation, depreciation and amortization) included in certain expense captions presented on the consolidated statement of operations. This new standard is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments may be applied either (1) prospectively to financial statements issued for periods after the effective date of this ASU or (2) retrospectively to all prior periods presented in the consolidated financial statements. The Company is currently assessing the impact this ASU will have on the consolidated financial statements and footnote disclosures.

4. Revenue Recognition

The Company recognizes revenue under Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers, issued by the FASB. The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:

•Step 1: Identify the contract with the customer

•Step 2: Identify the performance obligations in the contract

•Step 3: Determine the transaction price

•Step 4: Allocate the transaction price to the performance obligations in the contract

•Step 5: Recognize revenue when the company satisfies a performance obligation

Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by Rockwell from a customer, are excluded from revenue.

Certain distributors deduct distribution service fees from amounts due to the Company. These fees, along with chargebacks arising from contracted pricing arrangements with certain end customers, are recorded as reductions of revenue. Chargebacks represent the difference between the distributor’s acquisition cost and the lower contracted price offered to the end customer, and are estimated and recorded as a reduction of revenue at the time of the initial sale to the distributor. Chargeback estimates represent variable consideration and are determined based on contractual pricing arrangements, historical chargeback activity and expected sales to eligible end customers.

Shipping and handling costs associated with outbound freight related to contracts with customers are accounted for as a fulfillment cost and are included in cost of sales when control of the goods transfers to the customer.

Nature of goods and services

Rockwell operates in one market segment, the hemodialysis market, which involves the manufacture, sale and distribution of hemodialysis products to hemodialysis clinics, including pharmaceutical, dialysis concentrates, dialysis kits and other ancillary products used in the dialysis process.

Rockwell's customer mix is diverse, with most customer sales concentrations under 10%. For the three months ended March 31, 2026, revenues from sales to two customers, Fresenius Medical Care North America ("Fresenius") and Nipro Medical Corporation, a subsidiary of Nipro Corporation Japan ("Nipro") were approximately 11% and 10% of total revenues for the period, respectively. For the three months ended March 31, 2025, revenues from sales to two customers, DaVita, Inc. ("DaVita") and Fresenius were approximately 27% and 10% of total revenues for the period, respectively. At March 31, 2026, Fresenius and Nipro each represented 17% of the total net consolidated accounts receivable balance. At December 31, 2025, DaVita represented 14% of the total net consolidated accounts receivable balance. See below for additional information regarding the Company's contract with DaVita.

Product Sales

The Company accounts for individual products and services separately if they are distinct (i.e., if a product or service is separately identifiable from other items and if a customer can benefit from it on its own or with other resources that are readily available to the customer). The consideration, including any discounts, is allocated between separate products and services based on their stand-alone selling prices. The stand-alone selling prices are determined based on the cost plus margin approach.

Drug and dialysis concentrate products are sold directly to dialysis clinics and to wholesale distributors in both domestic and international markets. Distribution and license agreements for which upfront fees are received are evaluated upon execution or modification of the agreement to determine if the agreement creates a separate performance obligation from the underlying product sales. For all existing distribution and license agreements, the distribution and license agreement is not a distinct performance obligation from the product sales. In instances where regulatory approval of the product has not been established and the Company does not have sufficient experience with the foreign regulatory body to conclude that regulatory approval is probable, the revenue for the performance obligation is recognized over the term of the license agreement (over time recognition). Conversely, when regulatory approval already exists or is probable, revenue is recognized at the point in time that control of the product transfers to the customer.

For the majority of the Company's international customers, the Company recognizes revenue when the customer takes control at the shipping point, which is generally the Company's plant or warehouse. For other customers, the Company recognizes revenue based on when the customer takes control of the product upon delivery. The amount of revenue recognized is based on the purchase order less returns and adjusted for any rebates, discounts, chargebacks or other amounts paid to customers

estimated at the time of sale. Customers typically pay for the product based on customary business practices with payment terms averaging 30 days, while a small subset of customers have payment terms averaging 60 days.

Deferred License Revenue

The Company received upfront fees under three distribution and license agreements, which were recognized as revenue over the estimated term of the applicable distribution and license agreement as regulatory approval was not received and the Company did not have sufficient experience in China, India, South Korea and Turkey to determine that regulatory approval was probable as of the execution of the agreement. During the three months ended March 31, 2025, all remaining deferred revenue relating to the distribution and license agreements was recognized, resulting in $0.3 million of revenue recorded. All license agreements have been terminated.

Product Purchase Agreement

On September 18, 2023, Rockwell and its long-time customer, DaVita, a provider of kidney care, entered into an Amended and Restated Products Purchase Agreement (the "Amended Agreement"), which amends and restates the Product Purchase Agreement, dated July 1, 2019, as amended, under which the Company supplies DaVita with certain dialysis concentrates. Under the Amended Agreement, the Company and DaVita agreed to an increase in product pricing, effective September 1, 2023. The term of the Amended Agreement was scheduled to expire on December 31, 2024. Prior to the expiration, the Company received written notice from DaVita, notifying the Company that DaVita intended to extend the term of the Amended Agreement through December 31, 2025 (the "Extension Term"). However, DaVita subsequently indicated that it will completely transition to another supplier, subject to further discussion between Rockwell and DaVita. DaVita agreed to non-refundable payments to ensure supply continuity during the transition period for products purchased, including quarterly, non-refundable payments totaling $2.0 million during the year ended December 31, 2025, of which $0.9 million was recorded as revenue during the three months ended March 31, 2025. On December 23, 2025, DaVita and the Company extended the term of the Amended Agreement through December 31, 2026 (as amended, the " Second Extension Term") with an increase in product pricing during the Second Extension Term.

Disaggregation of revenue

Revenue is disaggregated by primary geographical market, major product line, and timing of revenue recognition.


In thousands	Three Months Ended March 31, 2026
Products By Geographic Area		Total		U.S.		Rest of World

Concentrate Product Sales - Point-in-Time		$	17,336	$	14,563	$	2,773
Net Revenue		$	17,336	$	14,563	$	2,773


In thousands	Three Months Ended March 31, 2025
Products By Geographic Area		Total		U.S.		Rest of World
License Fee – Over Time		$	325	$	—	$	325
Concentrate Product Sales - Point-in-Time		18,589		16,436		2,153
Net Revenue		$	18,914	$	16,436	$	2,478

Contract balances

The following table provides information about receivables, contract assets, and contract liabilities from contracts with customers.


In thousands	March 31, 2026		December 31, 2025		January 1, 2025
Accounts Receivable, net	$	8,825	$	8,143	$	8,291
Contract Liabilities, which are included in Deferred License Revenue	$	—	$	—	$	475

There were no other material contract assets recorded on the condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025. The Company does not generally accept returns of its concentrate products and no material

provision for returns of concentrates products was established as of March 31, 2026 or December 31, 2025. As of March 31, 2026 and December 31, 2025, the Company recorded an accrual for chargebacks and distribution fees of $0.7 million and $1.0 million, respectively, which are presented as an offset to accounts receivable in the accompanying condensed consolidated balance sheets.

Transaction price allocated to remaining performance obligations

Revenue expected to be recognized in any future year related to remaining performance obligations, excluding revenue pertaining to contracts that have an original expected duration of one year or less, contracts where revenue is recognized as invoiced and contracts with variable consideration related to undelivered performance obligations, was nil as of March 31, 2026. The Company applies the practical expedient in ASC 606, paragraph 606-10-50-14 and does not disclose information about remaining performance obligations that have original expected durations of one year or less.

5. Intangible Assets and Deferred Consideration

Intangible Assets

Our customer relationship intangible asset relates to customer relationships acquired in connection with an acquisition (the "Evoqua Asset Acquisition") executed on July 10, 2023 with Evoqua Water Technologies LLC ("Evoqua").

The details of our intangible assets subject to amortization are set forth below (in thousands):


	March 31, 2026
	Useful Life	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount

Customer Relationships	20 years	$	11,035	$	(1,517)	$	9,518


	December 31, 2025
	Useful Life	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount

Customer Relationships	20 years	$	11,035	$	(1,379)	$	9,656

During each of the three months ended March 31, 2026 and 2025, the Company recorded amortization of its customer relationship intangible asset of $0.1 million.

Estimated future amortization expense on the Company's customer relationships intangible asset as of March 31, 2026 is as follows (table in thousands):


Year ending December 31:
2026 (Remainder of Year)	$	414
2027	552
2028	552
2029	552
2030	552
Thereafter	6,896
Total	$	9,518

ROCKWELL MEDICAL, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Deferred Consideration

A portion of the purchase price of the Evoqua Asset Acquisition was deferred on the acquisition date and is reflected in Deferred Consideration - Current on the condensed consolidated balance sheet, with payment terms extending through April 2026. The Company made payments of $0.5 million and $0.4 million during the three months ended March 31, 2026 and 2025, respectively.

6. Investments - Available-for-Sale

Investments available-for-sale consisted of the following as of March 31, 2026 and December 31, 2025 (table in thousands):


	March 31, 2026
	Amortized Cost		Unrealized Gain		Unrealized Loss		Accrued Interest		Fair Value
Available-for-Sale Securities
Debt Securities	$	14,142	$	139	$	—	$	—	$	14,281


	December 31, 2025
	Amortized Cost		Unrealized Gain		Unrealized Loss		Accrued Interest		Fair Value
Available-for-Sale Securities
Debt Securities	$	14,149	$	137	$	—	$	—	$	14,286

The fair value of investments available-for-sale are determined using quoted market prices from daily exchange-traded markets based on the closing price as of the balance sheet date and are classified as a Level 1 measurement under ASC 820, Fair Value Measurements.

During both of the three months ended March 31, 2026 and 2025, the Company sold investments outstanding for a gain of $0.1 million, which is included in realized gain on available-for-sale investments on the condensed consolidated statements of operations.

As of March 31, 2026, the Company's remaining available-for-sale securities are U.S. Department of the Treasury bonds and are all due within one year.

7. Segment Reporting

Operating segments are defined as components of an entity about which discrete financial information is evaluated regularly by the Company's Chief Operating Decision Maker ("CODM") in deciding how to allocate resources and assess performance. Rockwell operates in one market segment, the hemodialysis market, which involves the manufacture, sale and distribution of hemodialysis products to hemodialysis clinics, including pharmaceutical, dialysis concentrates, dialysis kits and other ancillary products used in the dialysis process. Accordingly, the Company has one reportable segment. The Company has a single management team that reports to its Chief Executive Officer, the Company's CODM, who comprehensively manages the entire Company. The accounting policies of the segment are the same as those described in the summary of significant accounting policies.

The CODM assesses performance for the segment and decides how to allocate resources based on net loss that also is reported on the statements of operations and comprehensive loss as net loss. The CODM uses net loss to monitor budget and forecast versus actual results in assessing segment performance, as well as cash forecast models, in order to evaluate operating results and performance in deciding how to allocate resources. The measure of segment assets is reported on the condensed consolidated balance sheets as total assets.

ROCKWELL MEDICAL, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

The Company’s significant segment expenses for its one segment for the three months ended March 31, 2026 and 2025 consisted of the following (table in thousands):


	Three Months Ended March 31,
		2026		2025

Net Sales		$	17,336	$	18,914
Cost of Sales		14,439		15,872
Gross Profit		2,897		3,042
Employee Compensation		2,735		2,678
Administrative Costs		1,642		1,724
Operating Loss		(1,480)		(1,360)

Other Income (Expense):
Realized Gain on Available-for-Sale Investments		120		56
Interest Expense		(282)		(277)
Interest Income		37		66
Total Other Expense, net		(125)		(155)

Net Loss		$	(1,605)	$	(1,515)

8. Inventory

Components of inventory, net of reserves, as of March 31, 2026 and December 31, 2025 were as follows (table in thousands):


	March 31, 2026		December 31, 2025
Inventory - Current Portion
Raw Materials	$	1,599	$	1,848
Work in Process	241		199
Finished Goods	1,215		1,377


Total Inventory	$	3,055	$	3,424

As of March 31, 2026 and December 31, 2025, Rockwell had total current concentrate inventory aggregating $3.1 million and $3.4 million, respectively, against which Rockwell had reserved $25,000 at each period end.

9. Property and Equipment

As of March 31, 2026 and December 31, 2025, the Company’s property and equipment consisted of the following (table in thousands):


	March 31, 2026		December 31, 2025
Machinery and Equipment	$	10,273	$	11,340
Information Technology & Office Equipment	1,686		1,717
Leasehold Improvements	1,378		1,567
Laboratory Equipment	725		726
Total Property and Equipment	14,062		15,350
Accumulated Depreciation and Amortization	(9,734)		(10,721)
Property and Equipment, net	$	4,328	$	4,629

During the three months ended March 31, 2026, the Company disposed of certain property and equipment, resulting in the derecognition of $1.7 million of gross assets and $1.4 million of accumulated depreciation, proceeds of $0.2 million from asset sales, and a net loss on disposal of $0.2 million. Depreciation and amortization expense for each of the three months ended March 31, 2026 and 2025 was $0.4 million.

10. Accrued Liabilities

Accrued liabilities as of March 31, 2026 and December 31, 2025 consisted of the following (table in thousands):


	March 31, 2026		December 31, 2025
Accrued Compensation and Benefits	$	1,344	$	2,558
Accrued Unvouchered Receipts	880		814
Accrued Workers Compensation	79		84
Other Accrued Liabilities	857		881
Total Accrued Liabilities	$	3,160	$	4,337

11. Stockholders’ Equity

Preferred Stock

On April 6, 2022, the Company and DaVita entered into the Securities Purchase Agreement (the "SPA"), which provided for the issuance by the Company of up to $15 million of preferred stock to DaVita, which was issued to DaVita during 2022 as Series X Preferred Stock and, by virtue, made DaVita a related party.

The Series X Preferred Stock was issued for a price of $1,000 per share (the "Face Amount"), subject to accretion at a rate of 1% per annum, compounded annually. If the Company’s common stock trades above $22.00 for a period of 30 calendar days, the accretion will thereafter cease. As of March 31, 2026, a total of $0.5 million of the Series X Preferred Stock had been accreted.

The Series X Convertible Preferred Stock is convertible to common stock at a rate equal to the Face Amount, divided by a conversion price of $11.00 per share (subject to adjustment for future stock splits, reverse stock splits and similar recapitalization events). As a result, each share of Series X Preferred Stock will initially convert into approximately 91 shares of common stock. DaVita’s right to convert to common stock is subject to a beneficial ownership limitation, which is initially set at 9.9% of the outstanding common stock, which limitation may be reset (not to exceed 19.9%) at DaVita’s option and upon providing prior written notice to the Company. In addition, any debt financing is limited by the terms of our SPA with DaVita. Specifically, until DaVita holds less than 50% of its original investment in the Company's Series X Convertible Preferred Stock, the Company may only incur additional debt in the form of a purchase money loan, a working capital line of up to $5 million or to refinance existing debt, unless DaVita consents.

Additionally, the Series X Preferred Stock has a deemed liquidation event and redemption clause which could be triggered if the sale of all or substantially all of the Company's assets relating to the Company's dialysis concentrates business line. Since the Series X Preferred Stock may be redeemed if certain assets are sold at the option of the holder, but is not mandatorily redeemable as the sale of the assets that would allow for redemption is within the control of the Company, the preferred stock has been classified as permanent equity and initially recognized at fair value of $15 million (the proceeds on the date of issuance) less issuance costs of $0.1 million, resulting in an initial value of $14.9 million. The Company will assess at each reporting period whether conditions have changed to now meet the mandatory redemption definition which could trigger liability classification.

As of each of March 31, 2026 and December 31, 2025, there were 2,000,000 shares of preferred stock, $0.0001 par value per share, authorized and 15,000 shares of preferred stock issued and outstanding.

Common Stock

As of March 31, 2026 and 2025, the Company reserved for issuance the following shares of common stock related to the potential exercise of employee stock options, unvested restricted stock, convertible preferred stock, and warrants (collectively, "common stock equivalents"):


	As of March 31,
Common Stock and Common Stock Equivalents:	2026	2025
Common Stock	39,470,299	34,257,903


Options to Purchase Common Stock	3,200,049	1,884,476
Unvested Restricted Stock Awards	—	891
Unvested Restricted Stock Units	1,073,330	383,326
Convertible Preferred Stock	1,405,001	1,391,045
Unvested Restricted Stock Units - Market Condition	717,000	—
Warrants to Purchase Common Stock	3,984,484	3,984,484
Total	49,850,163	41,902,125

Controlled Equity Offering

On April 8, 2022, the Company entered into a Sales Agreement (the "Sales Agreement") with Cantor Fitzgerald & Co. (the "Agent"), pursuant to which the Company may offer and sell from time to time shares of Company’s common stock through the Agent pursuant to the Company’s shelf registration statement on Form S-3 (No. 333-259923) filed with the SEC on September 30, 2021 (the “Prior Registration Statement”).

This Prior Registration Statement expired on October 8, 2024 and, upon the effectiveness of the new registration statement on October 21, 2024, was deemed terminated. On November 13, 2024, in connection with the new registration statement, the Company filed a prospectus supplement covering the offer and sale of an aggregate offering price of up to $25.0 million of shares of the Company's common stock through the Agent under the Sales Agreement (as amended, the "ATM facility"). The offering and sale of such shares has been registered under the Securities Act of 1933, as amended.

During the three months ended March 31, 2026, no shares were sold pursuant to the Sales Agreement. Approximately $13.1 million remains available for sale under the ATM facility.

Warrant Issuance

In connection with the execution of the Third Amendment, as defined and described in Note 15, on January 2, 2024, the Company issued to Innovatus a warrant to purchase 191,096 shares of the Company’s common stock with an exercise price of $1.83 per share. The warrant may be exercised on a cashless basis, and is immediately exercisable through January 2, 2029. The number of shares of common stock for which the warrant is exercisable and the exercise price are subject to certain proportional adjustments as set forth in the Third Amendment. The warrant is equity-classified with a fair value of approximately $0.2 million at issuance, which was treated as a debt issuance cost and will be amortized through interest expense over the remaining contractual term of the Term Loans, as defined and described in Note 15.

On July 10, 2023, the Company entered into a letter agreement (the “Letter Agreement”) with Armistice Capital Master Fund Ltd. (“Armistice”), in which Armistice would receive a “reload” warrant (the “Reload Warrant”) to purchase 3,750,000 shares of Common Stock with an exercise price of $5.13 per share, the closing price as reported by the Nasdaq Capital Market on July 7, 2023. The Reload Warrant may be exercised at all times prior to the 54 months anniversary of its issuance date. The Reload Warrant provides that a holder (together with its affiliates) may not exercise any portion of the Reload Warrant to the extent that the holder would own more than 9.99% of the Company’s outstanding Common Stock immediately after exercise, as such percentage ownership is determined in accordance with the terms of such warrant.

ROCKWELL MEDICAL, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

12. Stock-Based Compensation

The Company recognized total stock-based compensation expense during the three months ended March 31, 2026 and 2025 as follows (table in thousands):


	Three Months Ended March 31,
		2026		2025
Service-based Awards:

Restricted Stock Units		$	193	$	294
Stock Option Awards		286		151
Total		$	479	$	445

Performance-based Restricted Stock Awards

A summary of the Company’s performance-based restricted stock awards during the three months ended March 31, 2026 is as follows:


Performance-based Restricted Stock Awards	Number of Shares	Weighted Average Grant-Date Fair Value
Unvested at January 1, 2026	891	$	62.70
Forfeited	(891)	$	62.70
Unvested at March 31, 2026	—	$	—

Performance-based restricted stock awards are measured based on their fair value on the date of grant and amortized over the vesting period of 20 months. As of March 31, 2026, there is no unrecognized stock-based compensation expense related to performance-based restricted stock awards.

Restricted Stock Units - Market Condition

In May 2025, the Company granted 717,000 restricted stock units with a market condition ("RSU-MC") under its Amended and Restated 2018 Long Term Incentive Plan with a grant date fair value of $0.6 million. The RSU-MCs are subject to both service and market based vesting conditions.

The RSU-MCs will vest, subject to the recipient's continued employment through the vesting date, if the average closing price of the Company's common stock equals or exceeds $2.14 per share for any consecutive 60-day trading period occurring prior to the third anniversary of the grant date. Except in the event of a change in control or termination due to death or disability, no portion of the award will vest before the first anniversary of the grant date. The RSU-MCs qualify as equity instruments and are accounted for under ASC 718, Compensation, Stock Compensation.

The unrecognized stock-based compensation expense recorded in connection with the RSU-MCs was $0.4 million at March 31, 2026, which is expected to be recognized over the next 2.14 years.

Service-based Restricted Stock Units

There were no service-based restricted stock units granted during the three months ended March 31, 2026 or 2025.

A summary of the Company’s service-based restricted stock units during the three months ended March 31, 2026 is as follows:


Service-based Restricted Stock Units	Number of Shares	Weighted Average Grant-Date Fair Value
Unvested at January 1, 2026	1,156,660	$	1.11

Vested	(83,330)	1.39

Unvested at March 31, 2026	1,073,330	$	1.09

ROCKWELL MEDICAL, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

The fair value of service-based restricted stock units is measured on the date of grant and amortized over the vesting period. The vesting periods range from one to three years. As of March 31, 2026, the unrecognized stock-based compensation expense was $0.5 million, which is expected to be recognized over the next 1.02 years.

Service-based Stock Option Awards

There were no service-based stock option awards granted during the three months ended March 31, 2026 or 2025.

A summary of the Company’s service-based stock option activity for the three months ended March 31, 2026 is as follows:


Service-based Stock Option Awards	Shares Underlying Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value (in thousands)
Outstanding at January 1, 2026	3,276,564	$	2.64


Forfeited	(43,832)	1.19
Expired	(32,683)	10.32
Outstanding at March 31, 2026	3,200,049	$	2.56	7.83	$	3
Exercisable at March 31, 2026	1,182,664	$	4.77	6.44	$	—

The aggregate intrinsic value is calculated as the difference between the closing price of the Company's common stock at the date indicated and the exercise price of the stock options that had strike prices below the closing price.

As of March 31, 2026, total stock-based compensation expense related to unvested options not yet recognized totaled approximately $0.7 million, which is expected to be recognized over the next 2.06 years.

13. Commitments and Contingencies

From time to time, the Company has been or may become a party to various disputes, legal actions, proceedings and investigations involving claims incidental to the conduct of its business, including actions by customers, employees, government entities and third parties. Due to the contract-intensive nature of the Company's business, the Company has been or may in the future become involved in disputes or legal actions with its contract counterparties, which could have a negative impact on the Company's business, results of operations or financial condition.

Product License Agreements

The Company is a party to a Licensing Agreement between the Company and Charak, LLC ("Charak") dated January 7, 2002 (the "2002 Agreement") that grants the Company exclusive worldwide rights to certain patents and information related to its Triferic product. On October 7, 2018, the Company entered into a Master Services and IP Agreement (the “Charak MSA”) with Charak and Dr. Ajay Gupta, a former Officer of the Company. Pursuant to the Charak MSA, the parties entered into three additional agreements related to the license of certain soluble ferric pyrophosphate (“SFP”) intellectual property owned by Charak. These agreements granted the Company an exclusive, worldwide, non-transferable license to SFP for the purpose of commercializing (i) SFP for the treatment of patients with renal failure, (ii) certain intravenous-delivered products incorporating SFP for the treatment of iron disorders, and (iii) certain TPN products incorporating SFP. The potential milestone payments are not considered probable, and no milestone payments have been accrued as of March 31, 2026 and December 31, 2025.

14. Leases

Rockwell leases its production facilities and administrative offices as well as certain equipment used in its operations including leases on transportation equipment used in the delivery of its products. The lease terms range from monthly to six years. Rockwell occupies a 51,000 square foot facility and a 17,500 square foot facility in Wixom, Michigan under a lease expiring in August 2027. Rockwell also occupies a 51,000 square foot facility in Grapevine, Texas. The lease, which previously expired in December 2025, was extended in January 2026 for a 62-month term through February 2031, resulting in the recognition of a right-of-use asset and corresponding lease liability of approximately $2.5 million. Additionally, Rockwell occupies a lease for a 16,800 square foot storage facility in Allentown, Pennsylvania, that expires in April 2030.

The following summarizes quantitative information about the Company’s operating and finance leases (table in thousands):


	Three Months Ended March 31,
		2026		2025
Operating Leases
Operating Lease Cost		$	523	$	426
Variable Lease Cost		70		128
Operating Lease Expense		593		554
Finance Leases
Amortization of Right-of-Use Assets		102		139
Interest on Lease Obligations		12		23
Finance Lease Expense		114		162
Short-term Lease Rent Expense		5		5
Total Lease Expense		$	712	$	721

Other Information
Operating Cash Flows from Operating Leases		$	419	$	433
Operating Cash Flows from Finance Leases		$	12	$	23
Financing Cash Flows from Finance Leases		$	115	$	146


	March 31,
	2026		2025
Weighted-average Remaining Lease Term – Operating Leases	3.8		2.2
Weighted-average Remaining Lease Term – Finance Leases	1.4		2.2
Weighted-average Discount Rate – Operating Leases	9.8	%	6.2	%
Weighted-average Discount Rate – Finance Leases	6.8

SEC Form 10-Q filed by Rockwell Medical Inc.