{"url_path":"/sec/rmti/proxy/2026-05-11/000110465926058665","section_key":"body","section_title":"DEFA14A body","topic":"sec","document":{"doc_type":"DEFA14A","doc_date":"2026-05-11","source_url":"https://www.sec.gov/Archives/edgar/data/1041024/0001104659-26-058665-index.html","accession_number":"0001104659-26-058665","cik":"0001041024","ticker":"RMTI","issuer_name":"ROCKWELL MEDICAL, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1041024/0001104659-26-058665-index.html","primary_entity_key":"0001041024","primary_entity_name":"ROCKWELL MEDICAL, INC."},"word_count":1506,"has_tables":true,"body_markdown":"DEFA14A\n1\ntm2614226d1_defa14a.htm\nDEFA14A\n\n** **\n\n** **\n\n**UNITED STATES**\n\n**SECURITIES AND EXCHANGE COMMISSION**\n\n**Washington, D.C. 20549**\n\n**SCHEDULE 14A**\n\n**Proxy Statement Pursuant to Section 14(a) of\nthe**\n\n**Securities Exchange Act of 1934**\n\n**(Amendment No.  )**\n\nFiled by the Registrant\nx\n\nFiled by a Party other than the Registrant\n¨\n\nCheck the appropriate box:\n\n¨\nPreliminary Proxy Statement\n\n¨\nConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))\n\n¨\nDefinitive Proxy Statement\n\nx\nDefinitive Additional Materials\n\n¨\nSoliciting Material under §240.14a-12\n\n**Rockwell Medical, Inc.**\n\n(Name of Registrant as Specified In Its Charter)\n\n(Name of Person(s) Filing Proxy Statement\nif other than the Registrant)\n\nPayment of Filing Fee (Check all boxes that apply):\n\nx\nNo fee required.\n\n¨\nFee paid previously with preliminary materials.\n\n¨\nFee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.\n\n**EXPLANATORY NOTE**\n\nThe following information supplements the 2026 Notice of Annual Meeting\nand Proxy Statement of Rockwell Medical, Inc. (the “Company”) filed with the Securities and Exchange Commission on April 30,\n2026 (the “Proxy Statement”) and subsequently made available to the Company’s stockholders in connection with the solicitation\nof proxies by the Board of Directors (the “Board”) for use at the Company’s 2026 Annual Meeting of Stockholders, scheduled\nfor June 12, 2026 (the “Annual Meeting”). These supplemental proxy materials should be read in conjunction with the Proxy\nStatement.\n\n**IMPORTANT INFORMATION ABOUT THE REVERSE STOCK SPLIT PROPOSAL FOR\nTHE ANNUAL MEETING**\n\nThese supplemental proxy materials are being filed in connection\nwith “Proposal 4: Proposal to Effect a Reverse Stock Split” to be voted on at the Annual Meeting. As further described\nin the attached Current Report on Form 8-K filed by the Company on May 8, 2026, the Company received written notice from\nthe Nasdaq Stock Market LLC on such date that the Company is not in compliance with the minimum bid price requirements set forth in\nNasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”) for continued listing on The Nasdaq\nCapital Market and has until November 4, 2026 to regain compliance. **Accordingly, the approval of Proposal 4 at the Annual\nMeeting is critical to the Company’s ability to regain compliance with the Minimum Bid Price Requirement, and the Board\nrecommends that stockholders vote FOR Proposal 4.**\n\n**UNITED STATES**\n\n**SECURITIES AND EXCHANGE COMMISSION**\n\n**Washington, D.C. 20549**\n\n**FORM 8-K**\n\n**CURRENT REPORT**\n\n**Pursuant to Section 13 or 15(d) of**\n\n**the Securities Exchange Act of 1934**\n\n** **\n\n****\n\n****\n\nDate of Report (Date of earliest event reported):\n**May 8, 2026**\n\n**ROCKWELL MEDICAL, INC.**\n\n(Exact name of registrant as specified in its charter)\n\n**Delaware**\n**000-23661**\n**38-3317208**\n\n(State or other jurisdiction\n\nof incorporation)\n(Commission File Number)\n(IRS Employer\n\nIdentification No.)\n\n**30142 S. Wixom Road, Wixom, Michigan 48393**\n\n(Address of principal executive offices, including\nzip code)\n\n**(248) 960-9009**\n\n(Registrant’s telephone number, including\narea code)\n\n**N/A**\n\n(Former name or former address, if changed since\nlast report)\n\nCheck the appropriate box below if the Form 8-K\nfiling is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:\n\n¨Written communications pursuant to Rule 425 under the Securities\nAct (17 CFR 230.425)\n\n¨Soliciting material pursuant to Rule 14a-12 under the Exchange\nAct (17 CFR 240.14a-12)\n\n¨Pre-commencement communications pursuant to Rule 14d-2(b) under\nthe Exchange Act (17 CFR 240.14d-2(b))\n\n¨Pre-commencement communications pursuant to Rule 13e-4(c) under\nthe Exchange Act (17 CFR 240.13e-4(c)\n\nSecurities registered pursuant to Section 12(b) of the Act:\n\n**Title of Each Class**\n\n**Trading Symbol**\n\n**Name of Each exchange on which registered**\n\nCommon Stock, par value $0.0001\n\nRMTI\n\nNasdaq Capital Market\n\nIndicate by check mark whether the registrant\nis an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2\nof the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).\n\nEmerging growth company ¨\n\nIf an emerging growth company, indicate by check\nmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting\nstandards provided pursuant to Section 13(a) of the Exchange Act. ¨\n\n**Item 3.01**** Notice\nof Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.**\n\nOn May 8, 2026,\nRockwell Medical, Inc. (the “Company”) received written notice (the “Notice”) from the Nasdaq Stock\nMarket LLC (“Nasdaq”) notifying the Company that it is not in compliance with the minimum bid price requirements set\nforth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market. Nasdaq\nListing Rule 5550(a)(2) requires listed securities maintain a minimum closing bid price of $1.00 per share (the\n“Minimum Bid Price Requirement”), and Listing Rule 5810(c)(3)(A) provides that a failure to meet the Minimum\nBid Price Requirement exists if the deficiency continues for a period of 30 consecutive business days. Based on the closing bid\nprice of the Company’s common stock for the 30 consecutive business days prior to the date of the Notice, the Company\ncurrently does not meet the Minimum Bid Price Requirement.\n\nThe\nNotice has no immediate effect on the listing of the Company’s common stock on The Nasdaq Capital Market. Pursuant to Nasdaq Listing\nRule 5810(c)(3)(A), the Company has been provided an initial compliance period of 180 calendar days, or until November 4, 2026,\nto regain compliance with the Minimum Bid Price Requirement. During the compliance period, the Company’s common stock will continue\nto be listed and traded on The Nasdaq Capital Market. To regain compliance, the closing bid price of the Company’s common stock\nmust meet or exceed $1.00 per share for a minimum of ten consecutive business days during the 180-calendar day grace period. In\nthe event that the Company does not regain compliance by November 4, 2026, the Company may be eligible for additional time to reach\ncompliance with the minimum bid price requirement.\n\nThe Company has included in\nthe Proxy Statement for its 2026 Annual Meeting of Stockholders a proposal to effect a reverse stock split. If the proposal is approved\nby the Company’s stockholders and the reverse stock split is implemented, the Company believes it would regain compliance with the\napplicable Nasdaq continued listing requirements, including the Minimum Bid Price Requirement, although there can be no assurance that\nthe Company will be able to regain or maintain compliance with all applicable Nasdaq listing standards.\n\n**Forward Looking Statements**\n\n*We make, or incorporate\nby reference, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended,\nand Section 21E of the Securities Exchange Act of 1934, as amended, in this Current Report on Form 8-K. All statements other\nthan statements of historical fact are forward-looking statements. Our forward-looking statements are subject to risks and uncertainties\nand include information about our current expectations and possible or assumed future results of our operations. When we use words such\nas “may,” “might,” “will,” “should,” “believe,” “expect,” “anticipate,”\n“estimate,” “continue,” “could,” “plan,” “potential,” “predict,”\n“forecast,” “project,” “intend,” \"focus on,\" or similar expressions, or make statements\nregarding our intent, belief, or current expectations, we are making forward-looking statements. There can be no assurance that the Company\nwill meet the Minimum Bid Price Requirement during any compliance period or otherwise in the future, that the proposed reverse stock split\nwill be approved or effected, that the Company will otherwise regain or maintain compliance with Nasdaq standards, or that Nasdaq will\ngrant the Company any relief from delisting as necessary or whether the Company can agree to or ultimately meet applicable Nasdaq requirements\nfor any such relief. Because these forward-looking statements are based on estimates and assumptions that are subject to significant uncertainties,\nmany of which are beyond our control or are subject to change, actual results could be materially different from the anticipated future\nresults, performance or achievements expressed or implied by any forward-looking statements. Reference is also made to other factors detailed\nfrom time to time in the Company’s periodic reports filed with the Securities and Exchange Commission (the “SEC”), including\nthe its Annual Report on Form 10-K for the year ended December 31, 2025 and other filings that the Company makes from time to\ntime with the SEC, which are available on the SEC’s website at www.sec.gov, and could cause actual results to vary from expectations.*\n\n*The forward-looking\nstatements made in this Current Report on Form 8-K relate only to events as of the date on which the statements are made.** The\nCompany undertakes no obligation to update any forward-looking statements made in this Current Report on Form 8-K to reflect events\nor circumstances after the date hereof or to reflect new information or the occurrence of unanticipated events, except as required by\nlaw. The Company may not actually achieve the plans, intentions or expectations disclosed in its forward-looking statements, and you should\nnot place undue reliance on such forward-looking statements.*\n\n**SIGNATURE**\n\nPursuant to the requirements\nof the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto\nduly authorized.\n\n**ROCKWELL MEDICAL, INC.**\n\nDate: May 8, 2026\nBy:\n/s/ Mark Strobeck\n\nMark Strobeck\n\nChief Executive Officer"}