rmti-20230630

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 June 30, 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 August 11, 2023 was 28,489,663.

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 June 30, 2023 and December 31, 2022			4

Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2023 and 2022			5

Condensed Consolidated Statements of Comprehensive Loss for the Three and Six Months Ended June 30, 2023 and 2022			6

Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Six Months Ended June 30, 2023 and 2022			7

Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 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			26

Item 3 - Quantitative and Qualitative Disclosures about Market Risk			31

Item 4 - Controls and Procedures			31

Part II — Other Information

Item 1 - Legal Proceedings			32

Item 1A - Risk Factors			32

Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds			33

Item 3 - Defaults Upon Senior Securities			33

Item 4 - Mine Safety Disclosures			33

Item 5 - Other Information			33

Item 6 - Exhibits			34

Signatures			35

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

ROCKWELL MEDICAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars In Thousands)


	June 30, 2023		December 31, 2022
	(Unaudited)
ASSETS
Cash and Cash Equivalents	$	8,959	$	10,102
Investments Available-for-Sale	5,906		11,390
Accounts Receivable, net	5,411		6,259

Inventory	5,814		5,814
Prepaid and Other Current Assets	1,475		1,745
Total Current Assets	27,565		35,310
Property and Equipment, net	2,093		2,194
Inventory, Non-Current	1,276		1,276
Right of Use Assets-Operating, net	3,470		3,943
Right of Use Assets-Financing, net	2,185		2,468
Goodwill	921		921
Other Non-Current Assets	527		523
Total Assets	$	38,037	$	46,635
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts Payable	$	5,927	$	4,053
Accrued Liabilities	3,763		7,702

Lease Liability-Operating - Current	1,560		1,483
Lease Liability-Financing - Current	541		522
Deferred License Revenue - Current	259		1,731
Term Loan - Net of Issuance Costs	4,631		1,631
Insurance Financing Note Payable	733		503
Customer Deposits	38		66

Total Current Liabilities	17,452		17,691

Lease Liability-Operating - Long-Term	2,022		2,581
Lease Liability-Financing - Long-Term	1,811		2,088
Term Loan, Net of Issuance Costs	4,740		7,555
Deferred License Revenue - Long-Term	2,470		2,600
Long Term Liability - Other	14		14
Total Liabilities	28,509		32,529




Stockholders’ Equity:
Preferred Stock, $0.0001 par value, 2,000,000 shares authorized; 15,000 shares issued and outstanding at June 30, 2023 and December 31, 2022	—		—
Common Stock, $0.0001 par value; 170,000,000 shares authorized; 16,795,673 and 12,163,673 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively	2		1
Additional Paid-in Capital	403,203		402,701
Accumulated Deficit	(393,814)		(388,759)
Accumulated Other Comprehensive Income	137		163
Total Stockholders’ Equity	9,528		14,106
Total Liabilities and Stockholders’ Equity	$	38,037	$	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 June 30, 2023		Three Months Ended June 30, 2022		Six Months Ended June 30, 2023		Six Months Ended June 30, 2022

Net Sales	$	18,080	$	18,682	$	37,748	$	34,806
Cost of Sales	17,047		16,937		34,116		33,846
Gross Profit	1,033		1,745		3,632		960
Research and Product Development	167		926		445		2,494
Selling and Marketing	530		526		1,028		981
General and Administrative	3,295		4,775		6,545		8,592

Operating Loss	(2,959)		(4,482)		(4,386)		(11,107)

Other (Expense) Income
Realized Gain on Investments	—		—		—		4

Interest Expense	(395)		(485)		(782)		(1,025)
Interest Income	49		—		113		—
Total Other Expense	(346)		(485)		(669)		(1,021)

Net Loss	$	(3,305)	$	(4,967)	$	(5,055)	$	(12,128)

Basic and Diluted Net Loss per Share	$	(0.18)	$	(0.43)	$	(0.27)	$	(1.20)
Basic and Diluted Weighted Average Shares Outstanding *	18,496,640		11,591,768		18,480,248		10,076,415

* See Note 3 for more detail related to Basic and Diluted Weighted Average Shares Outstanding

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 June 30, 2023		Three Months Ended June 30, 2022		Six Months Ended June 30, 2023		Six Months Ended June 30, 2022

Net Loss	$	(3,305)	$	(4,967)	$	(5,055)	$	(12,128)
Unrealized Loss on Available-for-Sale Investments	(18)		—		(21)		—
Foreign Currency Translation Adjustments	(1)		(2)		(4)		(3)
Comprehensive Loss	$	(3,324)	$	(4,969)	$	(5,080)	$	(12,131)

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

SEC Form 10-Q filed by Rockwell Medical Inc.