WIXOM, Mich., May 12, 2022 /PRNewswire/ — Rockwell Medical, Inc. (Nasdaq: RMTI), a biopharmaceutical company dedicated to transforming the treatment of iron deficiency and management of anemia, today announced that its Board of Directors had approved a 1:11 reverse allocation of the issued and outstanding Common Shares of the Company (the “Reverse Split”). The Reverse Stock Split will become effective at 12:01 a.m. Eastern Time on May 13, 2022. Rockwell Medical common stock is expected to begin trading on the Nasdaq Capital Market on a split-adjusted basis on May 13, 2022. The common shares of the Company will continue to trade under the symbol “RMTI”.
At Rockwell’s annual meeting of shareholders held on May 9, 2022(the “2022 Annual Meeting”), the shareholders of the Company have approved the amendment to the certificate of incorporation to effect the Consolidation of the issued and outstanding common shares of the Company on a ratio of at least one for two and at most greater than one for fifteen, this ratio as well as the implementation and timetable of this share consolidation to be determined by the Board of Directors of the Company.
The reverse stock split is primarily intended to bring the Company into compliance with the minimum offering price requirements to maintain its listing on the Nasdaq capital market. The new CUSIP number following the reverse stock split will be 774374300.
On May 9, 2022, the Board of Directors of the Company has approved the reverse stock split at a ratio of 1 for 11 shares. The reverse stock split was approved by the Company’s shareholders at the annual meeting of shareholders held on May 9, 2022 at a ratio ranging from 1 to 2 up to a ratio of 1 to 15, such ratio to be determined by the Board of Directors and included in a public announcement.
Following the reverse stock split, all 11 issued and outstanding common shares of the Company will automatically be reclassified into one new common share. The reverse stock split will not alter any rights or privileges of the common shares of the Company. Proportional adjustments will be made to the exercise prices and number of shares underlying the Company’s outstanding share awards, if any, and warrants, as well as the number of shares issued and issuable under the Company’s stock incentive plans. Common shares issued pursuant to the reverse stock split will remain fully paid and non-taxable. The reverse stock split will not affect the number of common shares authorized or the par value of the common shares.
No fractional shares will be issued in connection with the reverse stock split. Shareholders who would otherwise be entitled to receive fractional shares as a result of the reverse stock split will be entitled to a cash payment in lieu thereof at a price equal to the fraction at which the shareholder would have otherwise entitled multiplied by the closing price per common share (as adjusted for the reverse stock split) on the Nasdaq Capital Market on the trading day immediately preceding the effective time of the reverse stock split.
American Stock Transfer & Trust Company has been appointed by the Company to act as exchange agent for the stock consolidation. Shareholders holding pre-split shares through a bank, broker or other agent will have their positions automatically adjusted to reflect the stock split and will not be required to take any further action. in connection with the Share Consolidation, subject to particular broker processes. Likewise, registered shareholders holding ordinary shares of the Company previously split electronically in book-entry form are also not required to take any other action in connection with the reverse stock split. Holders of certificated shares will be contacted by the Company or its exchange agent with further details on how to surrender old certificates.
Additional information about the stock consolidation can be found in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on April 8, 2022available free of charge on the SEC’s website, www.sec.gov, and on the Company’s website, www.rockwellmed.com/financial-information.
About Rockwell Medical
Rockwell Medical is a commercial-stage biopharmaceutical company developing and commercializing its next-generation parenteral iron technology platform, Ferric Pyrophosphate Citrate (FPC), which has the potential to lead transformative treatments for iron deficiency in multiple disease states. , reduce healthcare costs and improve patients’ lives. The Company has two FDA-approved therapies indicated for patients on hemodialysis, which are the first two products developed from the FPC platform. Rockwell Medical is also advancing its FPC platform by developing FPC for the treatment of iron deficiency anemia in patients off dialysis who are receiving drugs intravenously as part of a home infusion. Additionally, Rockwell Medical is one of two leading suppliers of life-saving hemodialysis concentrates to kidney dialysis clinics in the United States. United States. For more information, visit www.RockwellMed.com.
Certain statements contained in this press release may constitute “forward-looking statements” within the meaning of the federal securities laws. Words such as “may”, “could”, “will”, “should”, “believe”, “expect”, “anticipate”, “estimate”, “continue”, “might”, “may” , “could”, “develop”, “plan”, “potential”, “predict”, “anticipate”, “project”, “intend” or the negative form of these terms, and similar expressions or statements concerning intention, belief or current expectations, are forward-looking statements. There can be no assurance that Rockwell Medical will be able to realize the anticipated benefits of the stock consolidation, including maintaining its listing on the Nasdaq Capital Market. Although Rockwell Medical believes these forward-looking statements are reasonable, undue reliance should not be placed on these forward-looking statements, which are based on information available to us as of the date of this release. These forward-looking statements are based on current estimates and assumptions and are subject to various risks and uncertainties (including, without limitation, those set forth in Rockwell Medical’s filings with the SEC), many of which are beyond our control. and are subject to change. Actual results could differ materially. Risks and uncertainties include, but are not limited to the risks described in more detail in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2021, as this description may be changed or updated in any future report we file with the SEC. Rockwell Medical expressly disclaims any obligation to update our forward-looking statements, except as required by law.
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