Rockwell Medical (RMTI) 8-KDeparture of Directors or Certain Officers

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 10, 2024

Rockwell Medical, Inc.

(Exact name of registrant as specified in its charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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. ¨

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 10, 2024, Rockwell Medical, Inc. (the “Company”) announced the appointment of Jesse Neri as the Company’s Senior Vice President and Chief Financial Officer effective immediately (the “Commencement Date”). Mr. Neri will also now serve as the Company’s Principal Financial Officer.

Mr. Neri, age 46, most recently served as the Company’s Senior Vice President, Finance since October 2023 and principal accounting officer since January 2024. Prior to joining the Company, Mr. Neri was the Executive Director of Finance at Hemavant Sciences and Aruvant Sciences, clinical-stage biopharmaceutical companies that are members of the Roivant portfolio, from August 2021 to October 2023. From May 2020 to August 2021, Mr. Neri was a self-employed consultant. Mr. Neri served as Senior Vice President of Finance at Zyla Life Sciences, a pharmaceutical company, from January 2020 to May 2020, as Vice President of Finance of Zyla from March 2019 to January 2020 and prior to that, as Executive Director, Financial Planning and Analysis and prior to that, as Senior Director of Financial Planning and Analysis. Prior to Zyla, Mr. Neri served as Vice President of Financial Planning and Analysis at Symphony Health Solutions. He started his career at Ellucian, a leading ERP software provider for higher education institutions, where he held various roles of increasing responsibility. Mr. Neri received a B.S., Business Administration in Finance from Villanova University and an M.B.A. from Drexel University LeBow School of Business.

On October 16, 2023, in connection with Mr. Neri’s commencement of employment, the Company entered into an employment agreement with Mr. Neri (the “Employment Agreement”). The Employment Agreement provides that Mr. Neri will serve as an at-will employee. Mr. Neri receives an annualized base salary of $300,000 (subject to adjustment), is eligible to earn year-end performance bonuses with a target bonus opportunity of 45% of his base salary, and is eligible to participate in the employee benefit plans and programs generally available to the Company’s similarly situated senior executives. Mr. Neri is also eligible to receive annual long-term incentive grants consistent with similar practices for the Company’s senior executives, awarded at the discretion of the Compensation Committee of the Board. In connection with his commencement of employment, he received an initial equity grant comprised of a time-based option to purchase up to 75,000 shares of the Company’s common stock that vests in equal installments on each of the first four anniversaries of October 16, 2023 (the “Initial Time-Based Options”). The Initial Time-Based Options were issued outside of the Company’s stockholder-approved Amended and Restated 2018 Long-Term Incentive Plan, in accordance with Nasdaq Listing Rule 5635(c)(4).

Under the Employment Agreement, upon a termination of Mr. Neri’s employment due to death or Disability, any equity awards held by Mr. Neri subject to time-based vesting conditions (the “Time-Based Awards”) will accelerate and become fully vested. All stock options held by Mr. Neri that are exercisable as of the date of such termination, including any stock options that accelerate in connection with such termination, will remain exercisable until the earlier of one year following such termination and the expiration date of the stock options. Under the Employment Agreement, upon a termination of Mr. Neri’s employment by the Company without Cause or by Mr. Neri for Good Reason, (i) Mr. Neri will be entitled to receive, subject to his execution and non-revocation of a separation agreement and release of claims in favor of the Company and compliance with certain restrictive covenants, (A) an amount equal to his base salary then in effect, payable in equal installments for a one-year period, and (B) reimbursement of COBRA coverage for up to one year (or, if sooner, until he receives substantially similar coverage from another employer), and (ii) (A) the Time-Based Awards will continue to vest for a period of one year and (B) all stock options held by Mr. Neri that are exercisable as of the date of such termination and all stock options that become exercisable over the one-year period following such termination will remain exercisable until the earlier of one year following such termination and the expiration date of the stock options.

Under the Employment Agreement, in the event of a Change of Control, upon a termination of Mr. Neri’s employment by the Company without Cause or by Mr. Neri for Good Reason during the Effective Period, subject to his compliance with certain restrictive covenants, (i) Mr. Neri will be entitled to receive (A) an amount equal to the sum of (1) 1.5 times his base salary then in effect plus (2) 100% of his annual target bonus, and (B) reimbursement of COBRA coverage for up to one year (or, if sooner, until he receives substantially similar coverage from another employer or is no longer eligible for COBRA coverage) and (ii) (A) any Time-Based Awards will accelerate and become fully vested and (B) all stock options held by Mr. Neri that are exercisable as of the date of such termination, including any stock options that accelerate in connection with such termination, will remain exercisable until the expiration date of the stock options.

In connection with the Employment Agreement, Mr. Neri also entered into the Company’s form of Employee Confidentiality, Assignment of Inventions, Non-Interference and Non-Competition Agreement.

Capitalized terms used herein, but not defined, shall have the meanings given to them in the Employment Agreement. The foregoing summary of the Employment Agreement does not purport to be a complete description of the Employment Agreement and is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

EXHIBIT INDEX

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.