ROCKWELL MEDICAL,INC. (NASDAQ:RMTI) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
On July30, 2018, Rockwell Medical,Inc., a Michigan corporation (the “Company”), and Robert L. Chioini (“Chioini”), Thomas E. Klema (“Klema”), Patrick J. Bagley (“Bagley”) and Ronald D. Boyd (“Boyd”), agreed to a confidential settlement term sheet (the “Settlement Term Sheet”). The Settlement Term Sheet memorializes the parties’ settlement around the termination of, and litigation involving, Chioini and Klema. The Settlement Term Sheet provided, among other things, that:
· The Company will pay Chioini, Klema, Bagley and Boyd $1.5 million, with $500,000 paid on execution of a definitive settlement agreement and the remainder paid over a one-year period, beginning on May24, 2018, in equal monthly installments. The Company will also pay Boyd an additional $30,000 upon execution of a definitive settlement agreement.
· Chioni and Klema are not entitled to any of their performance restricted shares. For purposes of a settlement, Rockwell will agree to accelerate any unvested stock options that were scheduled to vest between May21, 2018 and October2, 2018. Chioini, Klema, Bagley and Boyd will have two years from May24, 2018 to exercise all vested stock options; and
· Chioni and Klema’s Employment Agreements are discharged; however, the Employee Confidentiality, Assignment of Inventions, Non-Interference and Non-Competition Agreement shall continue to apply.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Resignation of Chioini and Boyd from Board of Directors
Effective as of July 30, 2018 and to the Settlement Term Sheet, Chioini and Boyd resigned from the Company’s Board of Directors. With the resignations of Chioini and Boyd, the size of the Board will be reduced to five directors.
About ROCKWELL MEDICAL,INC. (NASDAQ:RMTI)
Rockwell Medical, Inc. (Rockwell) is a biopharmaceutical company targeting end-stage renal disease (ESRD) and chronic kidney disease (CKD) with products and services for the treatment of iron deficiency, secondary hyperparathyroidism and hemodialysis. The Company operates through the hemodialysis market segment, which involves the manufacture, sale and distribution of hemodialysis products to hemodialysis clinics, including pharmaceutical, dialysis concentrates, dialysis kits and other ancillary products used in the dialysis process. Its lead branded drug, Triferic is indicated for iron maintenance. Triferic is an iron compound that is delivered to hemodialysis patients through dialysate, replacing the iron loss that occurs during their dialysis treatment. Its generic drug, Calcitriol, is indicated for treating secondary hyperparathyroidism in dialysis patients. It manufactures, sells, delivers and distributes hemodialysis concentrates, along with a range of ancillary products.
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