rmti-20250930

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 September 30, 2025


☐			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 November 7, 2025 was 39,405,302.

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 September 30, 2025 and December 31, 2024			3

Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024			5

Condensed Consolidated Statements of Comprehensive (Loss ) Income for the Three and Nine Months Ended September 30, 2025 and 2024			6

Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Nine Months Ended September 30, 2025 and 2024			7

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024			8

Notes to Condensed Consolidated Financial Statements			9

Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations			16

Item 3 - Quantitative and Qualitative Disclosures about Market Risk			18

Item 4 - Controls and Procedures			19

Part II — Other Information

Item 1 - Legal Proceedings			19

Item 1A - Risk Factors			19

Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds			19

Item 3 - Defaults Upon Senior Securities			19

Item 4 - Mine Safety Disclosures			19

Item 5 - Other Information			20

Item 6 - Exhibits			20

Signatures			21

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)


	September 30, 2025		December 31, 2024
ASSETS
Cash and Cash Equivalents	$	13,610	$	15,662
Investments Available-for-Sale	10,097		5,940
Accounts Receivable, net	8,328		8,291

Inventory, net	3,964		5,778
Prepaid and Other Current Assets	1,515		1,359
Total Current Assets	37,514		37,030

Property and Equipment, net	4,952		5,785
Inventory, Non-Current	—		178
Right of Use Assets - Operating, net	2,991		3,215
Right of Use Assets - Finance, net	753		1,344
Intangible Assets, net	9,794		10,207
Goodwill	921		921
Other Non-Current Assets	561		528
Total Assets	$	57,486	$	59,208
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts Payable	$	1,523	$	2,869
Accrued Liabilities	3,865		6,275
Deferred Consideration - Current	1,750		2,371
Lease Liabilities - Operating - Current	1,318		1,566
Lease Liabilities - Finance - Current	461		599
Deferred License Revenue - Current	—		46

Insurance Financing Note Payable	462		268
Customer Deposits	203		97

Total Current Liabilities	9,582		14,091

Lease Liabilities - Operating - Long-Term	1,724		1,699
Lease Liabilities - Financing - Long-Term	423		931
Term Loan - Long-Term, net of Issuance Costs	8,737		8,472
Deferred License Revenue - Long-Term	—		429
Deferred Consideration - Long-Term	—		1,000

Total Liabilities	20,466		26,622

Commitments and Contingencies (see Note 13)


	September 30, 2025		December 31, 2024
Stockholders' Equity:
Preferred Stock, $0.0001 par value, 2,000,000 shares authorized; 15,000 shares issued and outstanding at September 30, 2025 and December 31, 2024	—		—
Common Stock, $0.0001 par value; 170,000,000 shares authorized; 39,405,301 and 34,056,920 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively	4		3
Additional Paid-in Capital	439,381		430,207
Accumulated Deficit	(402,438)		(397,678)
Accumulated Other Comprehensive Income	73		54
Total Stockholders’ Equity	37,020		32,586
Total Liabilities and Stockholders’ Equity	$	57,486	$	59,208

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 September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024

Net Sales	$	15,927	$	28,316	$	50,912	$	76,824
Cost of Sales	13,655		22,077		43,095		62,971
Gross Profit	2,272		6,239		7,817		13,853
Research and Product Development	—		—		—		18
Selling and Marketing	531		726		1,814		1,906
General and Administrative	3,325		3,577		10,296		10,802
Operating (Loss) Income	(1,584)		1,936		(4,293)		1,127

Other Income (Expense):
Realized Gain on Available-for-Sale Investments	61		—		181		51
Interest Expense	(285)		(302)		(838)		(965)
Interest Income	55		30		190		63
Total Other Expense, net	(169)		(272)		(467)		(851)

Net (Loss) Income	$	(1,753)	$	1,664	$	(4,760)	$	276

Basic Net (Loss) Income per Share	$	(0.05)	$	0.05	$	(0.14)	$	0.01
Diluted Net (Loss) Income per Share	$	(0.05)	$	0.04	$	(0.14)	$	0.01
Basic Weighted Average Shares Outstanding	36,024,940		31,551,805		34,817,973		30,447,588
Diluted Weighted Average Shares Outstanding	36,024,940		32,420,168		34,817,973		31,013,464

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) INCOME

(In thousands)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024

Net (Loss) Income	$	(1,753)	$	1,664	$	(4,760)	$	276
Reclassification of Realized Gain on Available-for-Sale Investments Included in Net (Loss) Income	(61)		—		(181)		(25)
Unrealized Gain on Available-for-Sale Investments	77		13		200		38
Foreign Currency Translation Adjustments	—		—		—		(4)
Comprehensive (Loss) Income	$	(1,737)	$	1,677	$	(4,741)	$	285

SEC Form 10-Q filed by Rockwell Medical Inc.