{"url_path":"/sec/rmti/8-k/2026-06-29/item-9-01","section_key":"item-9-01","section_title":"Item 9.01 Financial Statements and Exhibits.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-29","source_url":"https://www.sec.gov/Archives/edgar/data/1041024/0001628280-26-045866-index.html","accession_number":"0001628280-26-045866","cik":"0001041024","ticker":"RMTI","issuer_name":"ROCKWELL MEDICAL, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1041024/0001628280-26-045866-index.html","primary_entity_key":"0001041024","primary_entity_name":"ROCKWELL MEDICAL, INC."},"word_count":843,"has_tables":true,"body_markdown":"Item 9.01. Financial Statements and Exhibits.\n\n(d) Exhibits\n\nEXHIBIT INDEX\n\nExhibit No.Description\n\n3.1Certificate of Amendment to the Certificate of Incorporation of Rockwell Medical, Inc.\n\n104\nCover Page Interactive Data File (embedded within the Inline XBRL document)\n\nSIGNATURE\n\n \n\nPursuant 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.\n\n \n\n ROCKWELL MEDICAL, INC.\n\n   \n\nDate: June 29, 2026By: /s/ Mark Strobeck\n\n  Mark Strobeck\n\n  Chief Executive Officer\n\nFORM OF CERTIFICATE OF AMENDMENT TO THE\n\nCERTIFICATE OF INCORPORATION OF ROCKWELL MEDICAL, INC.\n\nRockwell Medical, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), does hereby certify as follows:\n\n1. The current name of the Corporation is Rockwell Medical, Inc.\n\n2. The original certificate of incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on August 30, 2019 and amended on May 12, 2022 (as amended, the “Certificate of Incorporation”).\n\n3. The Board of Directors of the Corporation duly adopted resolutions pursuant to Section 242 of the General Corporation Law proposing this Amendment of the Corporation’s Certificate of Incorporation and declaring the advisability of this Amendment to the Certificate of Incorporation and authorizing the appropriate officers of the Corporation to solicit the consent of the stockholders therefor, which resolution setting forth the proposed amendment is as follows:\n\nRESOLVED, that Section 4.1 of Article IV of the Certificate of Incorporation be and hereby is deleted in its entirety and the following is inserted in lieu thereof:\n\nSection 4.1 Authorized Stock. Effective as of 12:01 a.m. Eastern Time on July 1, 2026 (the “Effective Time”), a one-for-ten reverse stock split of the Corporation’s common stock, $0.0001 par value per share (the “Common Stock”), shall become effective, pursuant to which each ten shares of Common Stock issued or outstanding (including treasury shares) immediately prior to the Effective Time shall be reclassified and combined into one validly issued, fully paid and nonassessable share of Common Stock automatically and without any action by the Corporation or the holder thereof upon the Effective Time and shall represent one share of Common Stock from and after the Effective Time (such reclassification and combination of shares, the “Reverse Stock Split”). The par value of the Common Stock following the Reverse Stock Split shall remain at $0.0001 par value per share. No fractional shares of Common Stock shall be issued as a result of the Reverse Stock Split and, in lieu thereof, any person who would otherwise be entitled to a fractional share of Common Stock as a result of the Reverse Stock Split, following the Effective Time, shall be entitled to receive a cash payment (without interest) equal to the fraction of a share of Common Stock to which such holder would otherwise be entitled multiplied by the closing price of the Common Stock on the first business day immediately prior to the Effective Time (as modified in good faith by the Corporation to account for the Reverse Stock Split ratio).\n\nEach stock certificate or book entry position that, immediately prior to the Effective Time, represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time shall, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent that number of whole shares of Common Stock after the Effective Time into which the shares formerly represented by such certificate or book entry position have been reclassified (as well as the right to receive cash in lieu of fractional shares of Common Stock after the Effective Time); provided, however, that each person of record holding a certificate that represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time shall receive, upon surrender of such certificate, a new certificate evidencing and representing the number of whole shares of Common Stock after the Effective Time into which the shares of Common Stock formerly represented by such certificate shall have been reclassified.\n\nThe total number of shares which the Corporation shall have authority to issue is 172,000,000 shares, of which 170,000,000 shall be designated as a class of Common Stock, par value $0.0001 per share (the “Common Stock”), and 2,000,000 shall be designated as a class of Preferred Stock, par value $0.0001 per share (the “Preferred Stock”).\n\n4. This Certificate of Amendment to the Certificate of Incorporation has been duly adopted by the stockholders of the Corporation in accordance with the provisions of Section 242 of the Delaware General Corporation Law.\n\n5. This Certificate of Amendment to the Certificate of Incorporation shall be effective as of 12:01 A.M. Eastern Time on July 1, 2026.\n\nIN WITNESS WHEREOF, this Corporation has caused this Certificate of Amendment of the Certificate of Incorporation to be signed by its President and Chief Executive Officer this 24th day of June, 2026.\n\n/s/ MARK STROBECK\n\nMark Strobeck, Ph.D.\nPresident and Chief Executive Officer"}