ROCKWELL MEDICAL, INC. FILES (8-K) Disclosing Entry into a Material Definitive Agreement

Edgar Glimpses |

Item 1.01 Entry into a Material Definitive Agreement.

On , Rockwell Medical, Inc. (the "Company") entered into a purchase agreement (the "Underwriting Agreement") with Piper Jaffray & Co. and Cantor Fitzgerald & Co., as representatives (the "Representatives") of the several underwriters (collectively with the Representatives, the "Underwriters"), pursuant to which the Company agreed to issue and sell up to 6,708,334 shares of common stock (the "Shares"), which includes 875,000 shares (the "Optional Shares") that may be sold pursuant to an option granted to the Underwriters (the "Offering"). The Shares were offered and sold in the Offering at the public offering price of $3.00 per share and were purchased by the Underwriters from the Company at a price of $2.8125 per share.

The Offering was made pursuant to the Company's effective Registration Statement on Form S-3 (File No. 333-227363), which was previously filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"). The Offering closed on . In the Underwriting Agreement, the Company agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments that the Underwriters may be required to make because of such liabilities.

Pursuant to the Underwriting Agreement, the Company's executive officers and directors entered into agreements in substantially the form included as an exhibit to the Underwriting Agreement filed hereto, providing for a 90-day "lock-up" period with respect to sales of the Company's common stock, subject to certain exceptions. A copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.

Bodman PLC, counsel to the Company, has issued an opinion to the Company, dated , regarding the validity of the Shares. A copy of the opinion is filed herewith as Exhibit 5.1.

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