ROCKWELL MEDICAL,INC. (NASDAQ:RMTI) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
The disclosure set forth below under Item 8.01 regarding the entry into the Amendment (as defined below) incorporated herein by reference.
Item 8.01 Other Events.
On July11, 2018, the Circuit Court for Oakland County Michigan (the “Court”) issued an order (the “Order”), at the request of the parties, to dismiss the matter Rockwell Medical,Inc. v. Chioini and Klema (the “State Court Action”). to the First Amendment to the Term Sheet dated July11, 2018 (the “Amendment”) executed in connection with the Order, the Board of Directors agreed not to hire a full-time Chief Executive Officer or Chief Financial Officer until the earlier of July20, 2018 and one day after the parties engage in further mediation.
On July2, 2018, Rockwell Medical,Inc. (the “Company”) filed its answer and counterclaims against Chioini and Klema, and third-party claims against Boyd and Bagley, in the companion case, captioned Chioini and Klema v. Wolin et al v. Bagley and Boyd, which remains pending in the United States District Court for the Eastern District of Michigan (the “Federal Court Action”). To the extent that the parties are unable to reach a negotiated settlement, the Company anticipates continuing to pursue its claims against Messrs.Chioini, Klema and others in the Federal Court Action. In connection with the dismissal of the State Court Action, the Company and Messrs.Chioini, Klema, Bagley and Boyd agreed to enter the June20, 2018 Term Sheet (the “Term Sheet”), as amended by the Amendment, as an order in the Federal Court Action.
The foregoing summary does not purport to be a complete description of the terms of the Term Sheet, the Amendment or the Order and each is qualified in their entirety by reference to the full text of such documents, copies of which are attached hereto as Exhibits10.78, 10.79 and 99.1, respectively.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits. The following exhibits are being filed herewith: