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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 2, 2026
Rockwell
Medical, Inc.
(Exact name of registrant as specified in its
charter)
| Delaware |
000-23661 |
38-3317208 |
| (State or other jurisdiction of incorporation) |
(Commission
File Number) |
(IRS Employer Identification No.) |
30142
S. Wixom Road, Wixom, Michigan
48393
(Address of principal executive offices, including
zip code)
(248)
960-9009
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | |
| ¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | |
| ¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of
the Act:
| Title of each class |
Trading
Symbol(s) |
Name of each exchange on which
registered |
| Common Stock, par value $0.0001 per share |
RMTI |
The Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
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.
¨
Item 1.01. Entry into a Material Definitive Agreement.
Equity and Asset Purchase Agreement
On November 2, 2026, Rockwell Medical, Inc. (the
“Company”) entered into an Equity and Asset Purchase Agreement (the “Purchase Agreement”) with Vantive Limited,
a company incorporated under the laws of Jersey (“Vantive”). Pursuant to the Purchase Agreement, the Company agreed to acquire
Vantive’s in-center hemodialysis business in 35 jurisdictions, including the United States, consisting of the development, manufacture,
marketing and sale of hemodialysis concentrates, water treatment systems and related technical services, hemodialysis monitors and related
technical services and bloodlines, select hemodialysis price-per-treatment products and hemodialysis monitor consumables (the “Business”),
by (i) purchasing all of the issued and outstanding equity interests of Gambro Dasco S.p.A., an Italian joint stock company that owns
and operates the Business’s manufacturing facility in Medolla, Italy, and Vantive Korea Incorporated, a Korean corporation (together,
the “HD Group Entities”), and (ii) purchasing the other assets of the Business held by Vantive and its subsidiaries (outside
of the HD Group Entities) in other countries and assuming the related liabilities of the Business, other than specified excluded assets
and excluded liabilities that Vantive and its subsidiaries will retain, in each case on the terms and subject to the conditions set forth
in the Purchase Agreement (the “Acquisition”). The transfer of the Business in certain jurisdictions to be designated before
the closing of the Acquisition (the “Closing”) will be deferred until local closings following the Closing, with the Company
receiving the economic benefits and bearing the economic burdens of those operations from the Closing to the extent permitted under applicable
law; if a deferred transfer cannot be completed within the period provided in the Purchase Agreement, the jurisdiction may be excluded
from the Acquisition and the principal amount of the Term Loans (as defined below) reduced by the value allocated to it, net of specified
wind-down costs. Before the Closing, Vantive will complete an internal reorganization to separate the Business from Vantive’s retained
businesses (the “Pre-Closing Reorganization”).
Purchase Price. The base purchase price for the Acquisition is $125,000,000
(the “Base Purchase Price”). The consideration payable at the Closing (the “Closing Consideration”) will equal
the Base Purchase Price, plus the estimated cash of the Business at the Closing, plus the amount, if any, by which the estimated net working
capital of the Business exceeds $156,117,000 or minus the amount, if any, by which it is less than $127,732,000, minus the estimated indebtedness
of the Business (which includes unpaid pre-closing income taxes, unpaid seller transaction expenses and unpaid change of control payments,
unfunded benefit plan liabilities and specified other liabilities), and minus a revenue adjustment equal to the Base Purchase Price multiplied
by the percentage by which the audited net revenue of the Business for the fiscal year ended December 31, 2025 falls short of the amount
of net revenue reflected in the unaudited financial information provided to the Company, which revenue adjustment applies only if the
shortfall is 20% or more. The Closing Consideration will be paid entirely in the form of seller financing provided by affiliates of Vantive
(except to the extent of any third-party financing described below): (i) term loans to the Company in an initial aggregate principal amount
of $100,000,000 under a Loan, Security and Guarantee Agreement (the “Loan Agreement”) with Vantive Finance I Limited, as lender
(the “Lender”) (the “Term Loans”), and (ii) a $25,000,000 convertible promissory note (the “Convertible
Note”), each as described below. Any post-closing purchase price adjustment will be settled by increasing or reducing the principal
amount of the Term Loans, allocated equally between the two tranches, with interest recalculated as if the adjusted principal amount had
been outstanding from the Closing, or in cash if the Term Loans have been repaid. The Convertible Note is not subject to purchase price
adjustment.
Third-Party Financing. The Company may elect to replace all or a portion
of the Term Loans with third-party debt financing, in which case the net cash proceeds of that financing will be paid to Vantive at the
Closing to reduce the principal amount of the Term Loans dollar for dollar, allocated equally between the two tranches. The Company may
also enter into an asset-based revolving credit facility of up to $50,000,000 at or before the Closing, which would not reduce the Term
Loans. Obtaining third-party financing is not a condition to the Company’s obligations under the Purchase Agreement, and the Company
remains obligated to deliver the full Closing Consideration if any third-party financing does not fund. At the Closing, the Company will
repay in full and terminate its existing loan and security agreement with Innovatus Life Sciences Lending Fund I, L.P. and the other lenders
party thereto.
Earnout Payments. Vantive is also entitled to
receive additional payments of up to $45,000,000 in the aggregate based on the Company’s pro forma financial performance after the
Closing (the “Earnout Payments”), consisting of (i) payments equal to 30% of the amount by which the Company’s
pro forma EBITDA (as defined in the Purchase Agreement) exceeds $10,000,000 in each of the first eight full fiscal years after the Closing,
up to $25,000,000 in the aggregate, (ii) a one-time payment of $10,000,000 if the Company’s pro forma revenue (as defined in
the Purchase Agreement) exceeds $480,000,000 in any of the first five full fiscal years after the Closing and (iii) a one-time payment
of $10,000,000 if the Company’s pro forma revenue exceeds $500,000,000 in any of the first five full fiscal years after the Closing
(or the sixth fiscal year if the first revenue milestone is achieved in the fifth fiscal year), which may not be earned before the fiscal
year following the year in which the first revenue milestone is achieved. The revenue-based payments paid in any fiscal year are limited
so that, when added to the EBITDA-based payment for that year (which is not itself subject to the limit), they do not exceed 40% of the
amount by which the Company’s pro forma EBITDA for that year exceeds $5,000,000, and any amount earned but not paid because of this
annual limit carries over to subsequent years until paid, bearing interest if unpaid for more than six months. Earnout Payments are payable
in cash within five business days after they are finally determined. If the Company undergoes a change of control or sells 50% or more
of its assets during the earnout period, the Company must either pay the unpaid balance of the $45,000,000 maximum or pay all earned amounts
and cause the acquirer to assume the earnout obligations, and the thresholds are adjusted if the Company disposes of operations that would
materially reduce its pro forma EBITDA or revenue. The Company retains discretion to operate the Business and its other businesses after
the Closing, subject to a covenant not to take actions with the primary purpose of reducing or avoiding the Earnout Payments.
Term Loans. At the Closing, the Company, as borrower, and its wholly
owned subsidiary Rockwell Transportation, Inc., as guarantor, will enter into the Loan Agreement with the Lender in the form attached
to the Purchase Agreement, and Vantive has agreed to cause the Lender to do so. The Term Loans will consist of two tranches, each in an
initial aggregate principal amount of $50,000,000 (the “Tranche A Term Loans” and the “Tranche B Term Loans”),
and will, subject to the conditions set forth in the Purchase Agreement, be deemed made at the Closing in satisfaction of the corresponding
portion of the Closing Consideration. The Term Loans will bear interest at a rate per annum equal to Term SOFR (subject to a floor of
2.50%) plus an applicable margin that increases annually: (a) for the Tranche A Term Loans, 5.50% in the first year after the Closing,
increasing by 0.75% on each anniversary of the Closing to 9.25% on or after the fifth anniversary of the Closing; and (b) for the Tranche
B Term Loans, 7.00% in the first year after the Closing, increasing by 0.75% on each anniversary of the Closing to 10.75% on or after
the fifth anniversary of the Closing. Interest is payable monthly in arrears. The Company may elect to pay all or part of the interest
on the Tranche A Term Loans in kind by adding it to principal, in which case the margin on the Tranche A Term Loans increases by 0.50%
per annum for the applicable period; interest on the Tranche B Term Loans is payable in cash. The Term Loans will mature on the sixth
anniversary of the Closing. Upon an event of default, overdue amounts bear interest at 2.00% above the otherwise applicable rate.
The Company may prepay the Term Loans at any time at par, without premium
or penalty. The Company must prepay the Term Loans, with prepayments applied first to repay the Tranche B Term Loans in full and then
to the Tranche A Term Loans, with (i) the net cash proceeds of any first-lien or other third-party debt financing permitted under the
Loan Agreement (90% of which, after the full repayment of the Tranche B Term Loans, is applied to the Tranche A Term Loans) and of any
indebtedness not permitted under the Loan Agreement, (ii) the net cash proceeds of equity issuances (other than permitted issuances) (65%
of which, after the full repayment of the Tranche B Term Loans, is applied to the Tranche A Term Loans), (iii) the net cash proceeds of
certain permitted asset sales outside the ordinary course above an annual threshold and casualty events, in each case subject to reinvestment
rights, and (iv) extraordinary receipts. The Term Loans must also be prepaid upon a change of control of the Company.
The obligations under the Loan Agreement will be guaranteed by the
Company’s existing and future subsidiaries, other than foreign subsidiaries and certain other excluded subsidiaries, and secured
by a lien on substantially all of the assets of the Company and the guarantors (excluding assets of foreign subsidiaries and subject to
other customary exclusions), including a pledge of the equity interests of the Company’s subsidiaries. The Loan Agreement contains
customary affirmative covenants, including financial reporting, and negative covenants that, subject to specified exceptions and baskets,
restrict the ability of the Company and its subsidiaries to dispose of assets, change their business or permit a change of control, merge
or make acquisitions, incur indebtedness, grant liens, incur indebtedness that would rank between the Term Loans and any first-lien facility,
pay dividends or repurchase stock, make investments, enter into transactions with affiliates and make payments on subordinated debt. The
Loan Agreement does not contain financial maintenance covenants, but it requires subsidiaries that are not borrowers or guarantors to
distribute to the Company or a guarantor, monthly, any unrestricted cash in excess of $5,000,000 after ordinary course reserves, subject
to legal and tax limitations on repatriation. Events of default include payment defaults, covenant defaults (certain of which are subject
to cure periods), misrepresentations, cross-defaults to other indebtedness in excess of $3,000,000, unsatisfied judgments in excess of
$3,000,000, insolvency events, attachments and levies, a sale of substantially all assets, adverse governmental or regulatory actions,
impairment of the liens, defaults under any first-lien facility and the delisting of the Company’s common stock from The Nasdaq
Stock Market LLC (“Nasdaq”). Upon an event of default, the Lender may accelerate the Term Loans and exercise remedies against
the collateral. The Lender may not transfer the Term Loans during the first year after the Closing, or at any time to a direct competitor
of the Company or a distressed-debt fund, subject to exceptions including following an event of default and transfers to the Lender’s
affiliates and financing sources.
Convertible Note. At the Closing, the Company will issue the Convertible
Note to an affiliate of Vantive in the form attached to the Purchase Agreement, under a note purchase agreement to be entered into at
the Closing, and Vantive has agreed to cause that affiliate to purchase and accept it. The Convertible Note will have an original principal
amount of $25,000,000, will bear interest at 3.0% per annum payable in kind annually by addition to principal, and will mature on the
sixth anniversary of the Closing. The Convertible Note is a general unsecured obligation of the Company, subordinated in right of payment
to the Term Loans and any senior secured refinancing of the Term Loans, and may be prepaid in full (but not in part) at par, without premium
or penalty, on two business days’ notice, to the extent permitted under the Loan Agreement and any senior facility, subject to the
holder’s right to convert before the prepayment is made. Upon an event of default, the interest rate increases by 2.0% per annum.
The holder may convert all or any portion of the outstanding principal and accrued interest at any time into shares of the Company’s
common stock at an initial conversion price of $14.94 per share (the “Conversion Price”), which equals 200% of a reference
price of $7.47 per share fixed in the Convertible Note, subject to proportionate adjustment for stock splits, reverse stock splits, stock
dividends and reclassifications. The Conversion Price increases at the 3.0% coupon rate so that interest paid in kind does not increase
the number of shares issuable in respect of the original principal amount. Upon a merger, sale of substantially all assets or similar
fundamental transaction, the holder is entitled to receive on conversion the consideration it would have received had it converted immediately
before the transaction.
Until the Company obtains stockholder approval in accordance with Nasdaq
Listing Rule 5635, the Company may not issue shares upon conversion of the Convertible Note to the extent the issuance, together with
any other issuances required to be aggregated with it, would exceed 19.99% of the number of shares of common stock or voting power outstanding
immediately before the execution of the Purchase Agreement (the “Exchange Cap”). Any portion of the Convertible Note that
cannot be converted because of the Exchange Cap remains outstanding and continues to accrue interest. The Company has agreed to submit
a proposal to approve the issuance of shares in excess of the Exchange Cap at its first annual meeting of stockholders following the Closing
(if the Closing occurs at least 20 days before the anticipated filing of its definitive proxy statement), to recommend that stockholders
approve the proposal, subject to the fiduciary duties of the Company’s board of directors, to resubmit the proposal at each subsequent
annual meeting until it is approved, to include the proposal at any other meeting of stockholders it calls where practicable and, following
any annual meeting at which the proposal is not approved, to call one special meeting at the holder’s request. Failure to obtain
stockholder approval is not a default under the Convertible Note, and stockholder approval is not a condition to the Closing. The Company
has also agreed to use commercially reasonable efforts to register the shares issuable upon conversion for resale under the Securities
Act of 1933, as amended (the “Securities Act”), on Form S-3 (or another available form) by the latest of 45 days after the
Closing, the filing of the Company’s next Quarterly Report on Form 10-Q or Annual Report on Form 10-K following the Closing, and
the filing of the financial statements and pro forma financial information required by the rules of the Securities and Exchange Commission
(the “SEC”) in connection with the Acquisition, and to keep the registration statement effective until the shares have been
sold or may be sold without volume limitations under Rule 144 under the Securities Act. The Convertible Note contains covenants restricting
dividends and share repurchases while an event of default is continuing, requiring reinvestment or repayment of the proceeds of asset
dispositions above $5,000,000, and prohibiting amendments to the Company’s organizational documents that would adversely affect
the holder’s conversion rights. Events of default include payment defaults, covenant defaults, an event of default under the Term
Loans or any senior facility, cross-defaults to other indebtedness in excess of $3,000,000, insolvency events, failure to deliver conversion
shares or to comply with the registration obligations, delisting of the Company’s common stock from Nasdaq, the Company contesting
the validity of the Convertible Note and a change of control of the Company without the holder’s consent (not to be unreasonably
withheld). The holder may not transfer the Convertible Note during the first year after the Closing, or at any time to a direct competitor
of the Company or a distressed-debt fund, subject to exceptions including transfers to the holder’s affiliates, pledges to the holder’s
financing sources and transfers following an event of default.
Conditions to Closing. The obligations of the Company and Vantive to
complete the Acquisition are subject to the satisfaction or waiver of customary conditions, including (i) receipt of the regulatory approvals
specified in the Purchase Agreement, which include merger control clearance and foreign investment clearances in certain countries as
well as clearance of the Acquisition under Italian foreign investment (golden power) law, (ii) no governmental order prohibiting the Acquisition,
(iii) completion of the Pre-Closing Reorganization and (iv) completion of Vantive’s separation from Baxter’s information technology
systems. The Company’s obligation to close is also subject to the accuracy of Vantive’s representations and warranties (generally
subject to a material adverse effect standard) and Vantive’s performance of its covenants in all material respects, the absence
of a Material Adverse Effect (as defined in the Purchase Agreement) on the Business since the date of the Purchase Agreement, delivery
of audited financial statements of the Business for the fiscal years ended December 31, 2025 and December 31, 2026 and, if the Closing
occurs after March 31, 2028, December 31, 2027, delivery into escrow of the Lender’s and the holder’s signature pages to the
Loan Agreement and the note purchase agreement, and delivery into escrow of the Transition Services Agreement with completed service schedules
and the Manufacturing and Supply Agreement with completed annexes executed by Vantive. Vantive’s obligation to close is also subject
to the accuracy of the Company’s representations and warranties and its performance of its covenants in all material respects, the
Company’s execution and delivery of the Loan Agreement, the Convertible Note and related financing documents, the repayment of the
Company’s existing credit facility and customary closing deliverables.
Termination. The Purchase Agreement may be terminated by mutual written
agreement of the parties and by either party if the Closing has not occurred by November 1, 2027 (the “Outside Date”), which
either party may extend twice, by 90 days each time, if at the applicable date all conditions other than the regulatory approval conditions,
the condition relating to Vantive’s audited financial statements and the condition relating to the escrowed financing signature
pages have been satisfied or waived, so that the Outside Date could be extended to April 29, 2028. Either party may also terminate if
a final and non-appealable order prohibits the Acquisition, or if the other party breaches its representations, warranties or covenants
in a manner that would cause a closing condition to fail and the breach is not cured within 30 days after notice (or by the Outside Date,
if earlier). Vantive may not terminate for failure to close by the Outside Date if the failure resulted primarily from the conditions
relating to the Pre-Closing Reorganization, the information technology separation, the financial statements of the Business or the financing
signature pages. A failure of the Company to close because the seller financing documents have not become effective is treated as an incurable
material breach by the Company entitling Vantive to seek specific performance or to terminate, unless Vantive failed to deliver its own
financing deliverables. The Purchase Agreement does not provide for a termination fee or reverse termination fee. Upon termination, neither
party has liability to the other except for fraud or willful breach, and damages for willful breach are limited to actual damages and
exclude lost benefit of the bargain, diminution in value and punitive damages. Each party is entitled to specific performance of the other
party’s obligations, including the obligation to consummate the Closing, and the Outside Date is tolled while an action for specific
performance is pending.
Representations, Warranties, Covenants and Indemnification. The Purchase
Agreement contains customary representations and warranties of Vantive regarding the Business and the HD Group Entities and of the Company
regarding, among other matters, its authority, financing and the valid issuance of the shares issuable upon conversion of the Convertible
Note. Vantive has agreed to operate the Business in the ordinary course before the Closing, subject to specified exceptions, including
the continuation of certain portfolio optimization initiatives in the Business, and has agreed not to compete with the Business for three
years after the Closing or to solicit the Business’s employees for two years after the Closing, subject to customary exceptions.
Each party has agreed to use reasonable best efforts to obtain the required regulatory approvals, including by accepting conditions that
do not constitute a Burdensome Condition, and the parties will jointly direct the regulatory strategy, except that the Company will direct
the strategy for the Italian golden power clearance after consultation with Vantive. The Company has agreed to seek stockholder approval
under Nasdaq Listing Rule 5635 as described above, to replace or provide credit support for guarantees and similar instruments that support
obligations of the Business, other than specified instruments that Vantive will retain (including tax guarantees for which Vantive has
received the related refund), and to offer employment or continued employment to the employees of the Business on specified minimum terms.
The representations and warranties of the parties will not survive the Closing, other than in the case of fraud, and the parties’
pre-closing covenants survive only for claims of willful breach brought within 18 months after the Closing. The Company has delivered
to Vantive the form of a conditional binder for a buyer-side representations and warranties insurance policy that will become effective
at the Closing (the “RWI Policy”), which the Company expects to bind prior to the Closing, and the Company’s sole recourse
for breaches of Vantive’s representations and warranties (other than fraud) is the RWI Policy. Vantive has agreed to indemnify the
Company for the excluded liabilities and excluded assets, for pre-closing taxes of the Business and the HD Group Entities, and for specified
employee and guarantee matters, and the Company has agreed to indemnify Vantive for the assumed liabilities and transferred assets and
for corresponding matters. Each party’s aggregate liability is capped at the final purchase price (in the case of Vantive, less
amounts recovered under insurance policies, including the RWI Policy), except that the indemnities for excluded liabilities and excluded
assets and for assumed liabilities and transferred assets are uncapped. Finally determined indemnification claims of the Company will
be satisfied by reducing the principal of the Term Loans and then the Convertible Note for so long as they remain outstanding, and any
amount not set off will be paid in cash.
The representations, warranties and covenants in the Purchase Agreement
were made solely for the benefit of the parties to the Purchase Agreement, were made as of specified dates, may be subject to limitations
agreed upon by the parties, including being qualified by confidential disclosures made for the purpose of allocating contractual risk
between the parties, and may be subject to standards of materiality applicable to the parties that differ from those applicable to investors.
Investors should not rely on the representations, warranties and covenants, or any descriptions of them, as characterizations of the actual
state of facts or condition of the Company, Vantive, the Business or any of their respective affiliates. Moreover, information concerning
the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information
may or may not be fully reflected in the Company’s public disclosures. The Purchase Agreement should not be read alone but should
instead be read in conjunction with the other information regarding the Company that is or will be contained in, or incorporated by reference
into, the reports and other documents that the Company files with the SEC.
The foregoing description of the Purchase Agreement,
the Loan Agreement, the Convertible Note and the transactions contemplated thereby does not purport to be complete and is qualified in
its entirety by reference to the full text of the Purchase Agreement, including the forms of the Loan Agreement and the Convertible Note
and the term sheets described below attached as exhibits thereto, which the Company intends to file as an exhibit to its Annual Report
on Form 10-K for the fiscal year ending December 31, 2026, with certain schedules omitted and certain terms redacted as permitted
by Item 601 of Regulation S-K.
Transition Services Agreement and Manufacturing and Supply Agreement
Term Sheets
Concurrently with the execution of the Purchase
Agreement, the Company and Vantive executed binding term sheets for a Transition Services Agreement and a Manufacturing and Supply Agreement,
which are attached to the Purchase Agreement as exhibits and will be replaced by definitive agreements to be entered into at the Closing
on terms consistent with the term sheets. Vantive has agreed to preserve the operational capability, personnel, systems and facilities
needed to perform the services and supply contemplated by the term sheets. Under the Transition Services Agreement, Vantive will provide
the Company with transition services across the functions historically provided to the Business, including planning and fulfillment, quality
and regulatory affairs, procurement, international trade support, medical, research and development, technical services, commercial, information
technology, finance and accounting, human resources and facilities, and the Company will provide Vantive with reverse transition services,
including warehousing and distribution from the Medolla facility, information technology, research and development support for certain
retained products, technical services and facilities. Services will be provided for initial terms of up to 18 months after the Closing,
which the recipient may extend for one six-month period at a 5% fee increase (with one further six-month extension by mutual agreement),
at fees approximating the provider’s cost plus an administrative fee of up to 5% of internal costs, with third-party costs passed
through at cost. The recipient of a service may terminate it for convenience on 60 days’ notice, subject to reimbursement of the
provider’s non-cancelable costs, and either party may terminate an affected service for an uncured material breach after a 60-day
cure period.
Under the Manufacturing and Supply Agreement,
Vantive will manufacture and supply to the Company hemodialysis concentrate and bloodline products for 18 months after the Closing (extendable
to complete the transfer of manufacturing to the Company), U9000+ ultrafilter products for five years (extendable by mutual agreement
for a further five years) and certain dialyzers and other products required to perform price-per-treatment contracts transferred to the
Company for the remaining terms of those contracts, from Vantive’s manufacturing sites in Italy, Mexico, Tunisia, Germany and France.
The Company will manufacture and supply to Vantive resin compounding products for five years (which Vantive may extend once for 12 months)
and acute therapy products for 18 months (extendable to complete the manufacturing transfer) from the Medolla facility. Prices will equal
the supplier’s unit production cost plus a fixed percentage mark-up that varies by product category (with only a nominal mark-up
for products supplied under existing price-per-treatment contracts), adjusted annually for changes in production cost, with 24-month rolling
forecasts of which the first four months are binding. The agreement provides for manufacturing transfer support, the transfer of dedicated
equipment at the end of the applicable term for nominal consideration, and termination for convenience by the customer on 12 months’
notice (24 months for U9000+ products), subject to reimbursement of stranded costs, and by either party for uncured material breach. The
term sheets are governed by Delaware law and terminate automatically if the Purchase Agreement is terminated. The foregoing description
of the term sheets does not purport to be complete and is qualified in its entirety by reference to the full text of the term sheets,
which the Company intends to file with the Purchase Agreement as described above.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this
Current Report regarding the Convertible Note and the shares of the Company’s common stock issuable upon conversion of the Convertible
Note is incorporated by reference into this Item 3.02. At the Closing, the Company will issue the Convertible Note to Vantive Manufacturing
Limited as a portion of the consideration for the Acquisition, and will issue shares of its common stock upon any conversion of the Convertible
Note, in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act, and Rule 506(b) of
Regulation D promulgated thereunder, as a transaction by an issuer not involving a public offering. Vantive Manufacturing Limited is an
“accredited investor” as defined in Rule 501(a) of Regulation D and that it is acquiring the Convertible Note for
investment and not with a view to distribution. The Convertible Note and the shares issuable upon its conversion have not been registered
under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration
requirements.
Item 7.01. Regulation FD Disclosure.
On November 3, 2026, the Company issued a
press release announcing its entry into the Purchase Agreement. A copy of the press release is furnished as Exhibit 99.1 to this
Current Report. On the same date, the Company made available on its website an investor presentation regarding the Acquisition, which
it intends to use in connection with a conference call and webcast for investors at 8:00 a.m. Eastern Time on November 3, 2026.
A copy of the investor presentation is furnished as Exhibit 99.2 to this Current Report.
The information in this Item 7.01, including Exhibit 99.1
and Exhibit 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall
it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly set forth by
specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description |
| 99.1 |
Press release issued by Rockwell Medical, Inc. on November 3, 2026 (furnished). |
| 99.2 |
Investor presentation of Rockwell Medical, Inc., dated November 3, 2026 (furnished). |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
Forward-Looking Statements
This Current Report, including the exhibits hereto,
contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act, which are subject to the safe harbor created by those sections. Forward-looking statements include all statements that are not historical
facts, including statements regarding the expected timing and completion of the Acquisition, the expected benefits of the Acquisition,
the financing of the Acquisition, the expected principal amounts and terms of the Term Loans and the Convertible Note, the Earnout Payments,
the Company’s plans to seek stockholder approval under Nasdaq Listing Rule 5635, the representations and warranties insurance
policy, the transition services and supply arrangements, the integration of the Business and the Company’s future financial performance,
and can be identified by words such as “anticipate,” “believe,” “could,” “estimate,” “expect,”
“intend,” “may,” “plan,” “potential,” “project,” “should,” “target,”
“will,” “would” and similar expressions. These statements are based on the Company’s current expectations
and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or
implied, including the risk that the conditions to the Closing, including regulatory and foreign investment approvals in Italy, France
and other jurisdictions, the completion of Vantive’s pre-closing reorganization and separation from Baxter’s information technology
systems and the delivery of audited financial statements of the Business, are not satisfied or waived on a timely basis or at all; the
risk that the Acquisition is delayed, including beyond the initial Outside Date of November 1, 2027, or is not completed; the effect
of the announcement or pendency of the Acquisition on the Company’s business, employees, customers and suppliers and on the Business,
including the continuation of Vantive’s portfolio optimization initiatives before the Closing; the Company’s ability to obtain
the consent of the holder of its Series X Convertible Preferred Stock to the incurrence of the Term Loans and the Convertible Note,
which is not a condition to the Closing; the Company’s ability to finance the Acquisition on the expected terms, including the availability
of any third-party financing or asset-based facility, and the limitations on the Company’s ability to conduct registered securities
offerings while the Acquisition is pending and until the financial statements of the Business required by SEC rules have been filed;
the Company’s substantially increased indebtedness following the Closing and the restrictions imposed by the Loan Agreement and
the Convertible Note; the dilution that would result from conversion of the Convertible Note and the possibility that stockholders do
not approve issuances above the Exchange Cap; the Company’s ability to bind the representations and warranties insurance policy
on the expected terms and the limitations on the Company’s recourse against Vantive; the Company’s ability to fund the operations
of the Business following the Closing, to replace guarantees and other credit support provided by Vantive and to integrate the Business,
which operates principally outside the United States and is several times the size of the Company’s existing business, and to realize
the expected benefits of the Acquisition; the Company’s reliance on Vantive for transition services and the manufacture and supply
of products following the Closing and on third-party suppliers of the Business; the carve-out nature of the financial statements of the
Business and the possibility that they are not indicative of its future results; the liabilities of the Business assumed by the Company,
including pending regulatory matters and pension obligations; risks relating to international operations, including currency, tax, trade,
labor and regulatory risks; and the other risks described under “Risk Factors” in the Company’s Annual Report on Form 10-K
for the year ended December 31, 2025 and its subsequent Quarterly Reports on Form 10-Q and other filings with the SEC. Forward-looking
statements speak only as of the date of this Current Report, and the Company undertakes no obligation to update or revise any forward-looking
statement, whether as a result of new information, future events or otherwise, except as required by law.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ROCKWELL MEDICAL, INC. |
|
| |
|
| By: |
/s/ Mark Strobeck |
|
| Name: Mark Strobeck |
|
| Title: Chief Executive Officer |
|
Date: November 3, 2026
Exhibit 99.1
Rockwell Medical
Announces Transformational Global Hemodialysis Acquisition
| · | Rockwell
Medical is acquiring Vantive’s hemodialysis concentrates, hemodialysis machines, water
treatment systems, and related consumables and technical services business |
| · | Acquisition
will establish Rockwell Medical as one of the world’s largest hemodialysis providers
adding complementary product lines, recurring revenue streams, a global customer base and
a fully automated, state-of-the-art manufacturing campus in Medolla, Italy spanning more
than one million square feet |
| · | Combined
business projected to generate annual revenue between $400 million and $450 million |
| · | Acquisition
expected to close mid-2027 |
| · | Conference
call and webcast today at 8:00am EST |
Wixom,
Michigan, November 3, 2026 – Rockwell Medical, Inc. (the “Company”) (Nasdaq:
RMTI), a healthcare company that develops, manufactures, commercializes and distributes a portfolio of hemodialysis products to dialysis
providers worldwide, today announced that it has entered into an Equity and Asset Purchase Agreement (“the Agreement”) with
Vantive Limited (“Vantive”). Subject to the terms of the Agreement, Rockwell Medical will acquire Vantive’s hemodialysis
(“HD”) concentrates, HD machines including AK-98, water treatment systems, and related consumables and technical services
business.
In addition, subject to the terms and
conditions of the Agreement, Rockwell Medical will acquire Vantive’s state-of-the art one million square foot (93,000 square meter)
manufacturing campus in Medolla, Italy, an integral municipality within the Mirandola Biomedical District, the third largest medtech
region in the world. The Medolla campus currently manufactures dry concentrate cartridges, HD machines, related parts and consumables,
and water treatment systems that support the broader HD product portfolio.
The Opportunity
Rockwell Medical believes that this
acquisition represents a significant step forward in its long-term strategy to transform from a U.S.-based concentrates business into
a more diversified global supplier of hemodialysis products and services. Based on current assumptions including operational performance,
foreign exchange rates, market conditions and successful integration, Rockwell Medical estimates that the combined business could generate
annual revenue between $400 million and $450 million. This acquisition is expected to expand product breadth, commercial reach and revenue
streams across HD concentrates, HD machines, water treatment systems, and related consumables and technical service business.
Rockwell
Medical believes that combining its operating capabilities, customer relationships and market position with Vantive’s
global product portfolio, manufacturing footprint, distribution infrastructure and technical capabilities are expected to strengthen
Rockwell Medical’s ability to serve dialysis providers and patients across the global hemodialysis ecosystem while creating a more
scalable platform for growth, innovation and long-term value creation.
“Acquiring
Vantive’s hemodialysis assets and associated operations represents a transformative step in
Rockwell Medical’s evolution and directly advances the strategy we have been executing over the past several years,” said
Mark Strobeck, Ph.D., President and Chief Executive Officer at Rockwell Medical. “This transaction has the potential to accelerate
the next phase of our growth by adding meaningful product breadth, global distribution, manufacturing and R&D infrastructure, technical
service capabilities and recurring revenue streams that would take years to build organically. We believe the combined businesses will
expand our ability to serve dialysis providers and patients across the global hemodialysis ecosystem and creates a stronger platform
for growth, innovation and long-term value creation for customers, patients, employees and shareholders.”
“Our
priority has been to identify the right buyer that understands the importance of continuity for customers, patients and employees,”
said Chris Toth, Chief Executive Officer at Vantive. “Rockwell Medical’s singular focus
on hemodialysis, operating experience and commitment to investing in people and capabilities provide a strong foundation for the next
chapter of these hemodialysis assets and operations. We believe this transaction will build on the progress our teams have made, while
helping to create new and expanded opportunities for customers, patients and employees, and we are committed to supporting a smooth transition.”
The Terms
Under the terms of the Agreement, the
aggregate base purchase price is $125 million, subject to customary adjustments, and will be financed through two $50 million term loans
from Vantive plus a $25 million convertible note issued to Vantive. The convertible note will have an initial conversion price equal
to a 100% premium to the 15-day Volume-Weighted Average Price (“VWAP”) of Rockwell Medical’s common stock determined
as provided in the definitive transaction documents. Vantive may also receive up to $45 million of additional contingent consideration
based on specified revenue and EBITDA milestones. The foregoing summary is qualified in its entirety by the Company’s Form 8-K
disclosing the transaction.
The transaction is expected to close
mid-2027, subject to receipt of required regulatory approvals and satisfaction or waiver of the other closing conditions set forth in
the Agreement. There can be no assurance that the transaction will be completed on the anticipated timeline or at all. Rockwell Medical
will determine the accounting treatment of this transaction in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”).
If completed, the transaction will be reflected in the Company’s financial results following the closing.
Aquilo Partners, L.P. is acting as exclusive
financial advisor and Gibson Dunn & Crutcher LLP is acting as legal counsel to Rockwell Medical. Perella Weinberg Partners LP and
Barclays are acting as financial advisors and Kirkland & Ellis LLP is acting as legal counsel to Vantive.
2026 Guidance
Rockwell Medical is withdrawing its
previously issued 2026 guidance for Net Sales, Gross Margin, Adjusted EBITDA and Operating Cash Flow due to projected expenses related
to expected transaction-related and financing-related expenses associated with the proposed acquisition. Adjusted EBITDA is a non-GAAP
financial measure; the Company’s previously issued reconciliation and related disclosures remain applicable to the historical periods
presented.
CONFERENCE CALL AND WEBCAST DETAILS
Rockwell Medical will host a live conference
call and webcast today to discuss this acquisition.
Date:
Tuesday, November 3, 2026
Time:
8:00am EST
Webcast
and Replay: www.rockwellmed.com/Vantive
ABOUT
ROCKWELL MEDICAL
Rockwell Medical, Inc. (Nasdaq: RMTI) is a healthcare company that develops,
manufactures, commercializes, and distributes a portfolio of hemodialysis products for dialysis providers worldwide. Rockwell Medical's
mission is to provide dialysis clinics and the patients they serve with the highest quality products supported by the best customer service
in the industry. Rockwell is focused on innovative, long-term growth strategies that enhance its products, its processes, and its people,
enabling the Company to deliver exceptional value to the healthcare system and provide a positive impact on the lives of hemodialysis
patients. Hemodialysis is the most common form of end-stage kidney disease treatment and is typically performed in freestanding outpatient
dialysis centers, hospital-based outpatient centers, skilled nursing facilities, or a patient’s home. Rockwell Medical's products
are vital to vulnerable patients with end-stage kidney disease, and the Company is relentless in providing unmatched reliability and
customer service. Certified as a Great Place to Work® four years in a row (2023-2026) and named Fortune Best Workplaces
in Manufacturing & Production™ three years in a row (2024-2026), Rockwell Medical is Driven to Deliver Life-Sustaining Dialysis
Solutions™. For more information, visit www.rockwellmed.com.
ABOUT VANTIVE
Vantive
is a vital organ therapy company on a mission to extend lives and expand possibilities for patients and care teams globally. For 70 years,
our team has driven meaningful innovations in kidney care. Today, Vantive's people, solutions and services deliver over 1 million touchpoints
each day to patients around the world. As we build on our legacy, we are focused on elevating the dialysis experience through digital
solutions and advanced services, while looking beyond kidney care and investing in transforming vital organ therapies. Our goal is to
provide therapies that fit more easily into providers' practices and patients' lives. Greater flexibility and efficiency in therapy administration
for care teams, and longer, fuller lives for patients—that is what Vantive aspires to deliver. For more information, visit www.vantive.com and
follow Vantive on LinkedIn, X, Facebook, Instagram and YouTube.
FORWARD-LOOKING STATEMENTS
Certain statements in this press release and the related conference call and webcast are “forward-looking statements” within
the meaning of the federal securities laws, including the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are statements that do not relate strictly to historical or current facts and may be identified by words such
as “may,” “might,” “will,” “should,” “believe,” “expect,” “anticipate,”
“estimate,” “continue,” “could,” “would,” “plan,” “potential,”
“project,” “intend,” “forecast,” “goal” and similar expressions, or the negative of those
terms. Forward-looking statements in this press release include, without limitation, statements regarding the anticipated timing and completion
of the transaction; the assets, operations, products and businesses expected to be acquired; the expected financing and consideration
structure, including the term loans, the convertible note and any contingent consideration; Rockwell Medical’s long-term strategy
and the anticipated strategic, operational and financial benefits of the transaction; the expected scale, product breadth, commercial
reach, manufacturing capabilities, revenue streams, growth opportunities and value creation of the combined business; the estimate that
the combined business could generate between $400 million and $450 million
in revenue; the successful integration of the acquired business; the expected accounting treatment of the transaction; and expected transaction-related
and financing-related expenses and their effect on Rockwell’s results of operations. These statements are based on current estimates,
assumptions and expectations and are subject to risks and uncertainties, many of which are beyond Rockwell Medical’s control. Actual
results may differ materially from those expressed or implied by these statements. Risks and uncertainties include, among others: the
risk that required regulatory approvals may not be obtained or may be obtained subject to conditions; the risk that other closing conditions
may not be satisfied or waived; the possibility that the transaction may be delayed or may not be completed; the risk that the financing
terms or transaction structure may change; the ability to retain customers, suppliers, distributors and employees; the ability to successfully
separate, transfer and integrate the acquired assets, operations, systems, personnel, contracts, permits and international businesses;
the possibility of business disruption or unexpected costs, liabilities or expenses; the ability to realize anticipated strategic, operational
or financial benefits; the ability to establish and maintain necessary transition services, supply arrangements and other operational
dependencies following closing; the ability to obtain required third-party consents and transfer contracts, permits and other rights
necessary to operate the acquired business; foreign exchange, international operations and market risks; risks associated with the significantly
increased size and complexity of Rockwell Medical’s business following the transaction, including its entry into new product lines
and geographic markets; risks related to compliance with medical device and other regulatory requirements in other jurisdictions, including
product quality, recall and product liability risks; the risk that the revenue estimate, which is based in part on historical financial
information of the acquired business provided by Vantive, proves inaccurate; potential litigation relating to the transaction; the diversion
of management’s attention from ongoing business operations; the effect of the announcement or pendency of the transaction on the
market price of Rockwell Medical’s common stock; Rockwell Medical’s ability to service and repay the term loans and other
indebtedness incurred in connection with the transaction and to comply with any related covenants; the amount and timing of any contingent
consideration payments; the availability and terms of any additional financing; the potential dilution associated with the convertible
note; and the other risks described in the “Risk Factors” section of Rockwell Medical’s Annual Report on Form 10-K
for the year ended December 31, 2025, as updated by subsequent reports filed with the SEC. Forward-looking statements speak only as of
the date of this press release. Rockwell Medical undertakes no obligation to update or revise any forward-looking statement, except as
required by applicable law.
# # #
INVESTOR AND MEDIA CONTACTS:
For Rockwell
Medical
(248) 432-1362
IR@rockwellmed.com
For Vantive
media@vantive.com
Exhibit 99.2 | 
| Announces Transformational
Global Hemodialysis Acquisition
Investor Conference Call | November 3, 2026 |
| 
| Forward-Looking Statements
This presentation and the related conference call contain forward-looking statements about Rockwell Medical within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and the federal securities laws, which
are subject to the safe harbor created by those section. Forward-looking statements include statements regarding the expected timing and
completion of the acquisition of Vantive's hemodialysis business, its expected benefits, the financing of the acquisition, the revenue of the
acquired business and the combined company, the earnout payments and the integration of the business. These statements are subject to
risks and uncertainties that could cause actual results to differ materially, including the risk that the conditions to closing, including
regulatory and foreign investment approvals in Italy, France and other jurisdictions, the completion of Vantive's pre-closing reorganization
and separation from Baxter's information technology systems and the delivery of audited financial statements of the business, are not
satisfied on a timely basis or at all; our substantially increased indebtedness and the restrictions under the term loans and convertible
note; dilution from conversion of the convertible note; our ability to integrate a business several times our current size that operates
principally outside the United States; our reliance on Vantive for transition services and supply; the carve-out nature of the business's
financial statements; and the liabilities we will assume.
Please note that these forward-looking statements reflect our opinions and expectations only as of today. Except as required by law, we
specifically disclaim any obligation to update or revise these forward-looking statements in light of new information or future events. These
and other factors that could cause actual results or outcomes to differ materially from those expressed in, or implied by, such forward-looking statements are discussed in greater detail in our Current Report on Form 8-K filed on November 3, 2026, our Annual Report on
Form 10-K for the year ended December 31, 2025 and our subsequent periodic reports filed with the U.S. Securities and Exchange
Commission ("SEC").
Our reports filed with the SEC, along with today's press release and a replay of today's conference call and webcast can be found on
Rockwell Medical's website under the 'Investors' section.
Rockwell Medical, Inc. | NASDAQ: RMTI 2 |
| 
| T O D A Y ' S A N N O U N C EM E N T
Transaction Highlights
Rockwell Medical entered into an Equity and Asset Purchase Agreement with Vantive Limited
to acquire Vantive’s global hemodialysis (“HD”) concentrates, HD machines including the AK-98,
water treatment systems, and related consumables and technical services business.
Pro forma figures based on current assumptions including operational performance, foreign exchange rates, market conditions and successful integration.
Closing is subject to receipt of required regulatory approvals and satisfaction or waiver of the other closing conditions set forth in the Agreement.
Rockwell Medical, Inc. | NASDAQ: RMTI 3
$400M–$450M
Projected Annual
Revenue
1M SqFt
State-of-the-Art
Manufacturing Campus
Mid-2027
Expected
Closing |
| 
| S TR A T EG Y
Rockwell Medical’s Long-Term Vision
Transform from a U.S.-based HD concentrates company into a vertically integrated, global HD platform
PHASE I
Sustainable Profitability
Refocused the Company on core
expertise in manufacturing and
distributing HD products to stabilize
and sustain cash-generating
business.
✓ COMPLETED 2H 2024
PHASE II
Scale the platform
Build a broader global portfolio of renal care
products that enhances our manufacturing
and distribution infrastructure and expands
our global customer base.
EXPECTED TO BE
ACCELERATED BY ACQUISITION
PHASE III
Innovate
Move into more innovative
therapies in renal care and become
a leading global renal care
company.
Rockwell Medical, Inc. | NASDAQ: RMTI 4 |
| 
| S TR A T EG I C R A TI O N A L E
Why This Transaction Is Transformative
From a primarily U.S.-based hemodialysis concentrates business
into a vertically integrated, globally-scaled HD platform.
Broader HD portfolio
Adds dry concentrate cartridges, additional concentrates formulations,
HD machines including AK-98, related parts and consumables,
water treatment systems including CWP 100 and CWP 800, and
global technical services team.
Global operating platform
Manufacturing campus in Medolla, Italy, complementary products,
customer relationships, distribution capabilities and technical expertise
that would take years to replicate organically.
More durable recurring revenue
The acquired HD machine installed base of ~100,000 machines creates
ongoing demand for related consumables, replacement parts, technical
services and other aftermarket support.
Rockwell Medical, Inc. | NASDAQ: RMTI 5
M E D O L LA , I T A LY
Mirandola Biomedical District,
3
rd largest medtech region in the world |
| 
| F IN A N C I A L T E R M S
Consideration and Financing
Base purchase price $125 million aggregate, subject to customary adjustments, composed of:
• Tranche A term loan*
$50 million seller-financed; six-year term; SOFR + 550 bps, increasing 75 bps per year
• Tranche B term loan*
$50 million seller-financed; six-year term; SOFR + 700 bps, increasing 75 bps per year
• Convertible note
$25 million; initial conversion price at a 100% premium to the 15-day VWAP of our common stock
Contingent consideration Up to $45 million based on specified revenue and EBITDA milestones, paid out over several years
* No prepayment penalties on either note
Rockwell Medical, Inc. | NASDAQ: RMTI 6 |
| 
| P A T H TO C L O S E
What Happens Next
Focused on integration Continuity by design
Transition services and master services
agreements will support employees,
customers, systems, processes,
manufacturing, product registrations and
distribution.
We will work in partnership with the
Vantive team to build and successfully
execute an integration plan and ensure
a seamless transition and continuity of
supply at close and beyond.
Positioned for growth
A stronger, more scalable global renal
care platform: broader portfolio, greater
international reach, and positioned for
growth and innovation.
Rockwell Medical, Inc. | NASDAQ: RMTI
6 |
| 
| Questions?
Rockwell Medical, Inc. | NASDAQ: RMTI |