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Armistice Capital Reports 2.15M Shares (6.29%) of RMTI; Shared Voting Power

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13G

Rhea-AI Filing Summary

Armistice Capital, LLC and Steven Boyd report shared beneficial ownership of 2,149,471 shares of Rockwell Medical common stock, representing 6.29% of the class. The reporting persons state they exercise shared voting and dispositive power over these shares through Armistice Capital's role as investment manager of the Armistice Capital Master Fund, the direct holder. The Master Fund is identified as the record owner but disclaims beneficial ownership due to the investment management agreement. No sole voting or dispositive power is reported.

The disclosure clarifies ownership structure and control relationships: Armistice Capital acts as adviser and Steven Boyd, as managing member, is identified as having shared beneficial influence over the reported position.

Positive

  • Material ownership disclosed: Reporting of 2,149,471 shares representing 6.29% of the class increases market transparency
  • Clear allocation of voting/dispositive power: Filing states shared voting and shared dispositive power, clarifying control relationships
  • Use of Schedule 13G: Indicates the holders represent the position as held in the ordinary course of business rather than for control purposes

Negative

  • None.

Insights

TL;DR: A >5% stake disclosed, showing a sizable position that could attract investor attention without indicating control.

The Schedule 13G reports a 2,149,471-share position (6.29% of the class) held by an investment fund managed by Armistice Capital with shared voting and dispositive power. This is a passive reporting form, suggesting the position is held in the ordinary course of business and not intended to change or influence control. For investors, the key takeaway is increased disclosure of a material position by an institutional manager, which can affect liquidity and market interest but does not, on its face, signal an activist intent.

TL;DR: The filing clarifies voting and disposition lines between manager, master fund, and managing member.

The statement details that Armistice Capital, as investment manager, holds voting and investment power over the securities of the Master Fund and that Steven Boyd, as managing member, may be deemed to beneficially own the securities. The Master Fund's disclaimer of direct beneficial ownership due to the management agreement is explicitly noted. This provides useful governance transparency about who can influence shareholder votes, while the use of Schedule 13G indicates the filers represent their holdings as passive.






Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)






SCHEDULE 13G





SCHEDULE 13G





SCHEDULE 13G



Armistice Capital, LLC
Signature:/s/ Steven Boyd
Name/Title:Steven Boyd - Managing Member
Date:08/14/2025
Steven Boyd
Signature:/s/ Steven Boyd
Name/Title:Steven Boyd
Date:08/14/2025
Exhibit Information

JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate. Dated: August 14, 2025 Armistice Capital, LLC By: /s/ Steven Boyd Steven Boyd - Managing Member Steven Boyd By: /s/ Steven Boyd

FAQ

How many Rockwell Medical (RMTI) shares do Armistice Capital and Steven Boyd report owning?

They report beneficial ownership of 2,149,471 shares, representing 6.29% of the class.

Do Armistice Capital or Steven Boyd have sole voting power over the RMTI shares?

No. The filing reports 0 shares with sole voting power and 2,149,471 shares with shared voting power.

Who is the record holder and who manages the shares reported?

The Armistice Capital Master Fund Ltd. is the direct record holder and Armistice Capital, LLC is the investment manager exercising voting and investment power.

Does the Master Fund claim beneficial ownership of the reported shares?

The Master Fund disclaims beneficial ownership of the securities to the extent it cannot vote or dispose of them due to the investment management agreement.

What does filing on Schedule 13G signify about the filers' intent?

Filing on Schedule 13G indicates the reporting persons state the position is held in the ordinary course of business and not for the purpose of changing or influencing control, per their certification in the form.
Rockwell Med Inc

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