UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 7, 2023
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)
N/A
(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 | | Name of Each exchange on which
registered |
| Common Stock, par value $0.0001 | | RMTI | | 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. ¨
EXPLANATORY NOTE
Rockwell Medical, Inc. is filing this Form 8-K/A to correct typographical errors in the Current Report on Form 8-K filed on April 13, 2023. The corrected text of Item 4.01 is set forth below.
| Item 4.01 | Changes in the Registrant's Certifying Accountant. |
Item 4.01(a) – Dismissal of Previous Independent Registered Public Accounting Firm
The Board of Directors (the “Board”) of Rockwell Medical, Inc. (the “Company”) conducted a competitive process to determine the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The Board invited several independent registered public accounting firms to participate in the process.
Following the review of proposals from the independent registered public accounting firms that participated in this process, on April 7, 2023, the Board, upon recommendation of the Audit Committee of the Board, dismissed Marcum, LLP (“Marcum”) as the Company’s independent registered public accounting firm, effective April 10, 2023.
The audit reports of Marcum on the consolidated financial statements of the Company as of and for the years ended December 31, 2022 and 2021, did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles.
During the fiscal years ended December 31, 2021 and December 31, 2022, and the subsequent interim period preceding Marcum’s dismissal, there were (i) no “disagreements” as that term is defined in Item 304(a)(1)(iv) of Regulation S-K, between the Company and Marcum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, any of which that, if not resolved to Marcum's satisfaction, would have caused Marcum to make reference to the subject matter of any such disagreement in connection with its reports for such years and interim period and (ii) no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K during the two most recent fiscal years or the subsequent interim period.
The Company has provided Marcum with a copy of the disclosures it is making in response to this Item 4.01. The Company requested that Marcum furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not Marcum agrees with the statements made herein. A copy of Marcum's letter dated April 13, 2023 is attached as Exhibit 16.1 to this current report on Form 8-K.
Item 4.01(b) – Appointment of New Independent Registered Public Accounting Firm
On April 7, 2023, the Board appointed Eisner as its new independent registered public accounting firm for the year ended December 31, 2023, effective April 10, 2023. During the fiscal years ended December 31, 2021 and December 31, 2022, and the subsequent interim period through April 10, 2023, neither the Company nor anyone on its behalf consulted with Eisner regarding (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements and neither a written report nor oral advice was provided to the Company that Eisner concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K, or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits The following exhibit is being furnished herewith:
EXHIBIT INDEX
*Previously furnished
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. |
| | | |
| Date: April 13, 2023 | By: | /s/ Mark Strobeck |
| | | Mark Strobeck |
| | | Chief Executive Officer |
