ROCKWELL MEDICAL,INC. (NASDAQ:RMTI) Files An 8-K Entry into a Material Definitive Agreement
ME Staff 8-k
ROCKWELL MEDICAL,INC. (NASDAQ:RMTI) Files An 8-K Entry into a Material Definitive AgreementItem 5.02 Entry into a Material Definitive Agreement.
On September5, 2017, Board of Directors (the “Board”) of Rockwell Medical,Inc. (the “Company”) approved the entry into a form of indemnification agreement (an “Indemnification Agreement”) with each of its directors and executive officers (each an “Indemnitee”). Among other things, consistent with the Company’s Bylaws, the Indemnification Agreement generally requires that the Company (i)indemnify the Indemnitee from and against all expenses and liabilities with respect to proceedings to which Indemnitee may be subject by reason of the Indemnitee’s service to the Company to the fullest extent authorized or permitted by Michigan law and (ii)advance all expenses incurred by the Indemnitee in connection with the investigation, defense, settlement or appeal of any proceeding, and in connection with any proceeding to enforce the Indemnitee’s rights under the Indemnification Agreement. The Indemnification Agreement also establishes various related procedures and processes and generally requires the Company to maintain directors and officers liability insurance coverage.
The above description of the form of Indemnification Agreement does not purport to be a complete statement of the provisions thereof. Such description is qualified in its entirety by reference to the form of Indemnification Agreement, which will be filed as an exhibit to the Company’s next Quarterly Report on Form10-Q.
Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September5, 2017, the Board voted unanimously to expand the size of the Board from five to six directors and to appoint John G. Cooper as a director of the Company to fill the new vacancy as a ClassII director.
Mr.Cooper, age 59, is currently Founder and Principal of JGC Advisors, providing corporate development and financial advisory services to the life sciences industry. From 2013 to 2016, Mr.Cooper served as President, Chief Executive Officer and member of the Board of Directors for Windtree Therapeutics Inc. (formerly Discovery Laboratories,Inc.), a publicly traded specialty pharmaceutical company. From 2001 to 2013 at Discovery Labs, Mr.Cooper served in the following roles: President and Chief Financial Officer (2010 – 2013), Executive Vice President and Chief Financial Officer (2002 – 2010) and Senior Vice President and Chief Financial Officer (2001 – 2002). Prior to Discovery Labs, Mr.Cooper served as Senior Vice President and Chief Financial Officer at Chrysalis International Corporation, a publicly traded drug development services company with operations in six countries, and its predecessor DNX Corporation, a public biotechnology company, where he managed its initial public offering and negotiated and integrated a number of strategic acquisitions. Previously, Mr.Cooper served in a senior financial management role at ENI Diagnostics,Inc., an international medical device and diagnostics company. Mr.Cooper earned a Certified Public Accountant credential in 1985 and a Bachelor of Science degree in Commerce from Rider University in 1980. Mr.Cooper brings to the Board extensive experience in the life sciences industry, including executive management of companies engaged in development of biotechnology products, drug development services and medical device development. He has significant public company accounting and financial
expertise, as well as experience in capital raising and alliance transactions in the life sciences industry.
There are no understandings or arrangements between Mr.Cooper and any other person to which Mr.Cooper was selected as a director of the Company. Mr.Cooper does not have any family relationship with any director or executive officer of the Company. Although he has not yet been appointed to any committees of the Board, it is anticipated that he will serve on the Audit Committee.
In connection with his service as a director, Mr.Cooper will be compensated under the Company’s standard non-employee director compensation arrangement. The current arrangement is described in the Company’s 2017 annual meeting proxy statement. In addition, as an inducement to Mr.Cooper joining the Board, on September5, 2017 Mr.Cooper received a grant of 23,000 stock appreciation rights (“SARs”) with an exercise price of $6.45 per SAR (the “Exercise Price”) to a Stock Appreciation Right Agreement (the “SAR Agreement”). Each SAR entitles Mr.Cooper to receive, upon exercise, an amount payable in cash equal to the excess of the reported closing price of the Company’s common stock on the Nasdaq Stock Market on the date of exercise over the Exercise Price. No shares of common stock will be issued upon exercise of a SAR. So long as Mr.Cooper continues to be a member of the Board, the SARs become exercisable in full upon the earliest to occur of any of the following performance conditions: (a)reported net sales of the Company in any four consecutive calendar quarters equals or exceeds $100,000,000, (b)the market capitalization of the Company is greater than $600,000,000 for ten consecutive trading days, and (c)one year following the date the Centers for Medicare & Medicaid Services assign the Company transitional add on reimbursement payment status for the drug product, Triferic®. The SARs would also fully vest and be paid in cash upon a “Change in Control” (as defined in the SAR Agreement). The SARs may not be exercised more than 10 years after the grant date.
The above description of the SAR Agreement does not purport to be a complete statement of the provisions thereof. Such description is qualified in its entirety by reference to the SAR Agreement, which will be filed as an exhibit to the Company’s next Quarterly Report on Form10-Q.
In addition, Mr.Cooper entered into the Indemnification Agreement described under Item 5.02 of this Current Report on Form8-K.
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.