As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

11/19/14  Rockwell Medical, Inc.            S-3MEF     11/19/14    3:97K                                    Merrill Corp-MD/FA

Document/Exhibit                   Description                      Pages   Size 

 1: S-3MEF      Registration of Additional Securities               HTML     50K 
 2: EX-5.1      Opinion re: Legality                                HTML     16K 
 3: EX-23.1     Consent of Experts or Counsel                       HTML      8K 

 

As filed with the Securities and Exchange Commission on November 19, 2014

Registration No. 333         

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-3

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

ROCKWELL MEDICAL, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

30142 Wixom Road

Wixom, Michigan 48393

(248) 960-9009

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

Robert L. Chioini

President and Chief Executive Officer

30142 Wixom Road

Wixom, Michigan 48393

(248) 960-9009

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

 

Copy to:

Mark A. Metz

Dykema Gossett PLLC

39577 Woodward, Suite 300

Bloomfield Hills, Michigan 48304

Telephone: (248) 203-0700

 

Approximate date of commencement of proposed sale to the public: From time to time after the effective date hereof.

 

If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.     o

 

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.    x

 

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    x    Registration No. 333-181003

 

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

 

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o

 

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

 

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered		Amount to be registered (1)(2)		Proposed maximum offering price per unit (2)(3)		Proposed maximum aggregate offering price (1)(2)(3)			Amount of registration fee (4)
Common Stock						$	425,000		$	50

(1)              In accordance with Rule 462(b) promulgated under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of no more than 20% of the maximum aggregate offering price of the securities currently eligible to be sold under the Registration Statement on Form S-3 (File No. 333-181003), is hereby registered.

(2)              Pursuant to General Instruction II.D. of Form S-3, an indeterminate number of the securities is being registered as may be issued at indeterminate prices, with a maximum aggregate public offering price not to exceed $425,000.  Any securities registered hereunder may be sold separately or as units with other securities registered hereunder.  The proposed maximum offering price per security will be determined, from time to time, by the registrant in connection with the issuance by the registrant of the securities registered hereunder.

(3)              Represents only the additional amount of securities being registered.  Does not include the securities that the registrant previously registered on the Registration Statement on Form S-3 (File No. 333-181003). The amount is estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) and includes consideration to be received by the registrant for registered securities that are issuable upon exercise, conversion or exchange of other registered securities that provide for such exercise, conversion or exchange.

(4)              Represents the registration fee only for the additional number of shares being registered.  A filing fee of $13,752 was previously paid for the securities that the registrant previously registered on the Registration Statement on Form S-3 (File No. 333-181003).

 

This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) of the Securities Act of 1933.

 

 

 

EXHIBIT INDEX

 

EXHIBIT NUMBER		DESCRIPTION
5.1		Opinion of Dykema Gossett PLLC
23.1		Consent of Plante & Moran, PLLC
23.2		Consent of Dykema Gossett PLLC, included in Exhibit 5.1
24.1		Power of Attorney of Ronald D. Boyd (filed with and incorporated by reference from the Prior Registration statement)
24.2		Power of Attorney of Kenneth L. Holt (filed with and incorporated by reference from the Prior Registration statement)
24.3		Power of Attorney of Patrick J. Bagley (filed with and incorporated by reference from the Prior Registration statement)

 

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