rmti-20260630

United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

__________________________________________________

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 000-23661

ROCKWELL MEDICAL, INC.

(Exact name of registrant as specified in its charter)


Delaware									38-3317208
(State or other jurisdiction of incorporation or organization)									(I.R.S. Employer Identification No.)
30142 S. Wixom Road, Wixom, Michigan									48393
(Address of principal executive offices)									(Zip Code)

(248) 960-9009

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

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


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

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

The number of shares of common stock outstanding as of August 10, 2026 was 4,030,465.

Rockwell Medical, Inc. and Subsidiaries

Index to Form 10-Q


			Page
Part I — Financial Information (unaudited)

Item 1 - Unaudited Financial Statements

Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025			3

Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2026 and 2025			4

Condensed Consolidated Statements of Comprehensive Loss for the Three and Six Months Ended June 30, 2026 and 2025			5

Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Six Months Ended June 30, 2026 and 2025			6

Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2026 and 2025			7

Notes to Condensed Consolidated Financial Statements			8

Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations			15

Item 3 - Quantitative and Qualitative Disclosures about Market Risk			18

Item 4 - Controls and Procedures			19

Part II — Other Information

Item 1 - Legal Proceedings			19

Item 1A - Risk Factors			19

Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds			19

Item 3 - Defaults Upon Senior Securities			19

Item 4 - Mine Safety Disclosures			19

Item 5 - Other Information			20

Item 6 - Exhibits			20

Signatures			21

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

ROCKWELL MEDICAL, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and par value amounts)


	June 30, 2026		December 31, 2025
ASSETS
Cash and Cash Equivalents	$	10,519	$	10,711
Investments Available-for-Sale	14,278		14,286
Accounts Receivable, net	8,305		8,143

Inventory, net	2,817		3,424
Prepaid and Other Current Assets	441		1,599
Total Current Assets	36,360		38,163

Property and Equipment, net	4,622		4,629

Right of Use Assets - Operating, net	4,240		2,569
Right of Use Assets - Finance, net	448		651
Intangible Assets, net	9,380		9,656
Goodwill	920		921
Other Non-Current Assets	556		556
Total Assets	$	56,526	$	57,145
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts Payable	$	3,179	$	1,999
Accrued Liabilities	3,973		4,337
Deferred Consideration - Current	—		1,000
Lease Liabilities - Operating - Current	1,456		1,155
Lease Liabilities - Finance - Current	442		469

Term Loans - Current - Net of Issuance Costs	1,768		—
Insurance Financing Note Payable	—		264
Customer Deposits	356		356

Total Current Liabilities	11,174		9,580

Lease Liabilities - Operating - Long-Term	2,933		1,454
Lease Liabilities - Finance - Long-Term	99		304
Term Loans - Long-Term, net of Issuance Costs	7,235		8,826



Total Liabilities	21,441		20,164

Commitments and Contingencies (see Note 13)

Stockholders' Equity:
Preferred Stock, $0.0001 par value, 2,000,000 shares authorized; 15,000 shares issued and outstanding at June 30, 2026 and December 31, 2025	—		—
Common Stock, $0.0001 par value; 170,000,000 shares authorized; 3,972,029 and 3,940,530 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively	—		—
Additional Paid-in Capital	440,724		439,842
Accumulated Deficit	(405,769)		(402,992)
Accumulated Other Comprehensive Income	130		131
Total Stockholders’ Equity	35,085		36,981
Total Liabilities and Stockholders’ Equity	$	56,526	$	57,145

The accompanying notes are an integral part of the condensed consolidated financial statements.

ROCKWELL MEDICAL, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share amounts)


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025

Net Sales	$	17,780	$	16,071	$	35,116	$	34,985
Cost of Sales	14,537		13,568		28,976		29,440
Gross Profit	3,243		2,503		6,140		5,545
Research and Product Development	40		—		40		—
Selling and Marketing	577		572		1,144		1,283
General and Administrative	3,687		3,280		7,497		6,971
Operating Loss	(1,061)		(1,349)		(2,541)		(2,709)

Other Income (Expense):
Realized Gain on Available-for-Sale Investments	130		64		250		120
Interest Expense	(281)		(276)		(563)		(553)
Interest Income	40		69		77		135
Total Other Expense, net	(111)		(143)		(236)		(298)

Net Loss	$	(1,172)	$	(1,492)	$	(2,777)	$	(3,007)

Basic and Diluted Net Loss per Share	$	(0.34)	$	(0.48)	$	(0.74)	$	(0.92)

Basic and Diluted Weighted Average Shares Outstanding	3,958,568		3,431,130		3,950,245		3,420,448

The accompanying notes are an integral part of the condensed consolidated financial statements.

ROCKWELL MEDICAL, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands)


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025

Net Loss	$	(1,172)	$	(1,492)	$	(2,777)	$	(3,007)
Reclassification of Realized Gain on Available-for-Sale Investments Included in Net Loss	(130)		(64)		(250)		(120)
Unrealized Gain on Available-for-Sale Investments	127		61		249		123

Comprehensive Loss	$	(1,175)	$	(1,495)	$	(2,778)	$	(3,004)

The accompanying notes are an integral part of the condensed consolidated financial statements.

ROCKWELL MEDICAL, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(In thousands, except share amounts)


	PREFERRED STOCK			COMMON STOCK			ADDITIONAL PAID-IN CAPITAL		ACCUMULATED DEFICIT		ACCUMULATED OTHER COMPREHENSIVE INCOME		TOTAL STOCKHOLDERS' EQUITY
	SHARES	AMOUNT		SHARES	AMOUNT
Balance as of January 1, 2026	15,000	$	—	3,940,530	$	—	$	439,842	$	(402,992)	$	131	$	36,981
Net Loss	—	—		—	—		—		(1,605)		—		(1,605)
Reclassification of Realized Gain on Available-for-Sale Investments	—	—		—	—		—		—		(120)		(120)
Unrealized Gain on Available-for-Sale Investments	—	—		—	—		—		—		122		122

Vesting of Restricted Stock Units Issued, net of Taxes Withheld	—	—		6,499	—		—		—		—		—

Stock-based Compensation	—	—		—	—		479		—		—		479
Balance as of March 31, 2026	15,000	$	—	3,947,029	$	—	$	440,321	$	(404,597)	$	133	$	35,857
Net Loss	—	—		—	—		—		(1,172)		—		(1,172)
Reclassification of Realized Gain on Available-for-Sale Investments	—	—		—	—		—		—		(130)		(130)
Unrealized Gain on Available-for-Sale Investments	—	—		—	—		—		—		127		127
Vesting of Restricted Stock Units Issued, net of Taxes Withheld	—	—		25,000	—		—		—		—		—
Stock-based Compensation	—	—		—	—		403		—		—		403
Balance as of June 30, 2026	15,000	$	—	3,972,029	$	—	$	440,724	$	(405,769)	$	130	$	35,085

ROCKWELL MEDICAL, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(In thousands, except share amounts)


	PREFERRED STOCK			COMMON STOCK			ADDITIONAL PAID-IN CAPITAL		ACCUMULATED DEFICIT		ACCUMULATED OTHER COMPREHENSIVE INCOME		TOTAL STOCKHOLDERS' EQUITY
	SHARES	AMOUNT		SHARES	AMOUNT
Balance as of January 1, 2025	15,000	$	—	3,405,692	$	—	$	430,210	$	(397,678)	$	54	$	32,586
Net Loss	—	—		—	—		—		(1,515)		—		(1,515)
Reclassification of Realized Gain on Available-for-Sale Investments	—	—		—	—		—		—		(56)		(56)
Unrealized Gain on Available-for-Sale Investments	—	—		—	—		—		—		62		62
Vesting of Restricted Stock Units Issued, net of Taxes Withheld	—	—		20,098	—		—		—		—		—
Stock-based Compensation	—	—		—	—		445		—		—		445
Balance as of March 31, 2025	15,000	$	—	3,425,790	$	—	$	430,655	$	(399,193)	$	60	$	31,522
Net Loss	—	—		—	—		—		(1,492)		—		(1,492)
Reclassification of Realized Gains on Available-for-Sale Investments	—	—		—	—		—		—		(64)		(64)
Unrealized Gain on Available-for-Sale Investments	—	—		—	—		—		—		61		61
Vesting of Restricted Stock Units Issued, net of Taxes Withheld	—	—		17,244	—		—		—		—		—
Stock-based Compensation	—	—		—	—		382		—		—		382
Balance as of June 30, 2025	15,000	$	—	3,443,034	$	—	$	431,037	$	(400,685)	$	57	$	30,409

The accompanying notes are an integral part of the condensed consolidated financial statements.

ROCKWELL MEDICAL, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)


	Six Months Ended June 30,
	2026		2025
Cash Flows From Operating Activities:
Net Loss	$	(2,777)	$	(3,007)
Adjustments To Reconcile Net Loss To Net Cash Provided By (Used In) Operating Activities:
Depreciation and Amortization	1,003		1,102
Stock-based Compensation	882		827
Write-off of Inventory	—		178

Non-cash Lease Expense from Right of Use Assets	982		1,091
Amortization of Debt Financing Costs and Accretion of Debt Discount and Premium	178		176
Loss on Disposal of Assets	146		57
Realized Gain on Sale of Investments	(250)		(120)

Changes in Assets and Liabilities:
Accounts Receivable	288		207
Inventory	607		1,618
Prepaid and Other Assets	1,158		1,043
Accounts Payable	1,180		(1,367)
Lease Liabilities	(670)		(808)
Accrued and Other Liabilities	(364)		(2,165)
Deferred License Revenue	—		(475)
Change in Accounts Receivable Reserve for Chargebacks	(450)		—

Net Cash Provided By (Used In) Operating Activities	1,913		(1,643)
Cash Flows From Investing Activities:
Purchases of Investments Available-for-Sale	(14,142)		(5,877)
Proceeds from Sales of Investments Available-for-Sale	14,400		6,000
Purchases of Equipment	(1,042)		(227)
Proceeds from Sale of Equipment	175		—
Net Cash Used In Investing Activities	(609)		(104)
Cash Flows From Financing Activities:



Payments on Insurance Financing Note Payable	(264)		(268)
Payments on Finance Lease Liabilities	(232)		(294)


Deferred Consideration Paid in Connection with Evoqua Asset Acquisition	(1,000)		(871)


Net Cash Used In Financing Activities	(1,496)		(1,433)


Net Decrease in Cash and Cash Equivalents	(192)		(3,180)
Cash and Cash Equivalents at Beginning of Period	10,711		15,662
Cash and Cash Equivalents at End of Period	$	10,519	$	12,482

Supplemental Disclosure of Cash Flow Information:
Cash Paid for Interest	$	387	$	380

Supplemental Disclosure of Noncash Investing and Financing Activities:

Right of Use Assets - Operating Obtained in Exchange for Lease Liabilities - Operating	$	2,450	$	1,006
Change in Unrealized Gain on Investments Available-for-Sale	$	(1)	$	3
Increase in Prepaid Assets from Insurance Financing Note Payable	$	—	$	660

The accompanying notes are an integral part of the condensed consolidated financial statements.

ROCKWELL MEDICAL, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. Description of Business

Rockwell Medical, Inc. (the "Company", "Rockwell", or "Rockwell Medical") is a healthcare company that develops, manufactures, commercializes, and distributes a portfolio of hemodialysis products for dialysis providers worldwide.

Rockwell is a supplier of liquid and dry, acid and bicarbonate concentrates for dialysis patients. Hemodialysis is the most common form of end-stage kidney disease treatment and is usually performed in freestanding outpatient dialysis centers, at hospital-based outpatient centers, skilled nursing facilities, or a patient’s home.

Rockwell manufactures hemodialysis concentrates under current Good Manufacturing Practices ("cGMP") at its two facilities in Michigan and Texas, and manufactures dry acid concentrate mixers at its facility in Iowa. Rockwell delivers the majority of its hemodialysis concentrates products and mixers to dialysis clinics throughout the United States and internationally utilizing its own delivery trucks and third-party carriers.

Rockwell was incorporated in the state of Michigan in 1996 and re-domiciled to the state of Delaware in 2019. Our headquarters is located at 30142 S. Wixom Road, Wixom, Michigan 48393. Our telephone number is (248) 960-9009 and our website is https://www.rockwellmed.com.

2. Liquidity and Capital Resources

As of June 30, 2026, Rockwell had approximately $24.8 million of cash, cash equivalents and investments available-for-sale, and working capital of $25.2 million. Net cash provided by operating activities for the six months ended June 30, 2026 was approximately $1.9 million. Based on the currently available working capital along with the expectation of management of its ability to execute on its operational plans as discussed below, management believes the Company currently has sufficient funds to meet its operating requirements for at least the next twelve months from the date of the filing of this report.

The Company continues to review its operational plans and execute on the acquisition of new customers, and has implemented cost containment activities. The Company may require additional capital to sustain its operations and make the investments it needs to execute its strategic plan. In addition, the Company's plans may include raising capital, if needed, by using the $13.1 million remaining on its at-the-market ("ATM") facility or other methods or forms of financings, subject to existing limitations. If the Company attempts to obtain additional debt or equity financing, the Company cannot assume such financing will be available on favorable terms, if at all.

The Company is subject to certain covenants and cure provisions under its Loan Agreement (as defined below in Note 15) with Innovatus Life Sciences Lending Fund I, LP ("Innovatus"), which, on January 2, 2024, was amended to include, among other things, an interest-only period for 30 months, or up to 36 months if certain conditions are met, and to extend the maturity date to January 1, 2029 (See Note 15 for further detail). The Company satisfied those conditions and will now make interest-only payments for the full 36 months. As of June 30, 2026, the Company is in compliance with all covenants.

The global macroeconomic environment is uncertain, and could be negatively affected by, among other things, changes in U.S. trade policies, including tariffs and other trade restrictions or the threat of such actions, instability in the global capital and credit markets, supply chain weaknesses, and instability in the geopolitical environment, including as a result of the Russian invasion of Ukraine, the conflicts in the Middle East and other political tensions, and the occurrence of natural disasters and public health crises. Such challenges have caused, and may continue to cause, recession fears, rising interest rates, foreign exchange volatility and inflationary pressures. At this time, the Company is unable to quantify the potential effects, if any, of this economic and political instability on its future operations.

Rockwell has utilized a range of financing methods to fund its operations in the past; however, current conditions in the financial and credit markets may limit the availability of funding, refinancing or increase the cost of funding. Due to the rapidly evolving nature of the global situation, it is not possible to predict the extent to which these conditions could adversely affect the Company's liquidity and capital resources in the future.

3. Basis of Presentation, Summary of Significant Accounting Policies and Recent Accounting Pronouncements

Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Rule 10-01 of Regulation S-X of the U. S. Securities and Exchange Commission (“SEC”) and on the same basis as the Company prepares its annual audited consolidated financial statements.

The condensed consolidated balance sheet at June 30, 2026, and the condensed consolidated statements of operations, comprehensive loss and, changes in stockholders' equity for the three and six months ended June 30, 2026 and 2025, and the statement of cash flows for the six months ended June 30, 2026 and 2025 are unaudited, but include all adjustments, consisting of normal recurring adjustments the Company considers necessary for a fair presentation of the financial position, operating results, and cash flows for the periods presented. The results for the six months ended June 30, 2026 are not necessarily indicative of results to be expected for the year ending December 31, 2026 or for any future interim period. The condensed consolidated balance sheet at December 31, 2025 has been derived from audited financial statements; however, it does not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying condensed consolidated financial statements should be read in conjunction with the audited financial statements for the year ended December 31, 2025 and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 as filed with the SEC on March 26, 2026. The Company’s consolidated subsidiaries consist of its wholly-owned subsidiaries, Rockwell Transportation, Inc. and Rockwell Medical India Private Limited.

The accompanying condensed consolidated interim financial statements include the accounts of the Company and its subsidiaries. All material intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Reverse Stock Split

On July 1, 2026, the Company effected a one-for-ten (1-for-10) reverse stock split of its common stock. All share and per-share amounts for all periods presented in these condensed consolidated financial statements — including common shares outstanding, weighted-average shares outstanding, net loss per share, and the shares underlying stock options, restricted stock units, warrants, and the conversion of the Series X Convertible Preferred Stock — have been retrospectively adjusted to reflect the reverse stock split. The par value and the number of authorized shares of common stock were unchanged. The reduction in issued and outstanding shares resulting from the reverse stock split was recorded as a reclassification between common stock and additional paid-in capital, with no change to total stockholders' equity. See Note 17 for further information.

Loss Per Share

Basic and diluted net loss per share for the three and six months ended June 30, 2026 and 2025 was calculated as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands, except share and per share amounts)	2026		2025		2026		2025
Numerator:
Net Loss	$	(1,172)	$	(1,492)	$	(2,777)	$	(3,007)
Less: Accretion of Series X Preferred Stock	(155)		(153)		(155)		(153)

Net Loss Attributable to Common Stockholders	$	(1,327)	$	(1,645)	$	(2,932)	$	(3,160)

Denominator:
Weighted Average Number of Shares of Common Stock Outstanding - Basic and Diluted	3,958,568		3,431,130		3,950,245		3,420,448





Net Loss per Share Attributable to Common Stockholders - Basic and Diluted	$	(0.34)	$	(0.48)	$	(0.74)	$	(0.92)

Basic income (loss) per share (“EPS”) is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted EPS gives effect to the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock, using the more dilutive of the two- class method and the if-converted method in the period of earnings. The two-class method is an earnings allocation method that determines income (loss) per share (when there are earnings) for common stock and participating securities. The if-converted method assumes all convertible securities are converted into common stock. Diluted EPS excludes all dilutive potential shares of common stock if their effect is anti-dilutive.

The Company’s potentially dilutive securities include stock options, restricted stock awards and units, convertible preferred stock and warrants. The following table includes the potential shares of common stock that were excluded from the computation of diluted EPS attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect:


	Three Months Ended June 30,		Six Months Ended June 30,
	2026	2025	2026	2025
Warrants to Purchase Common Stock	398,448	398,448	398,448	398,448
Options to Purchase Common Stock	318,493	334,189	318,493	334,189
Convertible Preferred Stock	141,900	140,500	141,900	140,500
Unvested Restricted Stock Units	77,334	116,666	77,334	116,666
Unvested Restricted Stock Units - Market Condition	71,700	71,700	71,700	71,700
Unvested Restricted Stock Awards	—	89	—	89
Total	1,007,875	1,061,592	1,007,875	1,061,592

Adoption of Recent Accounting Pronouncements and New Accounting Pronouncements

The Company continually assesses new accounting pronouncements to determine their applicability. When it is determined a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a review to determine the consequences of the change to its consolidated financial statements and assures there are sufficient controls in place to ascertain the Company’s consolidated financial statements properly reflect the change.

Recently Adopted Accounting Pronouncements

In July 2025, the Financial Accounting Standards Board ("FASB") issued the Accounting Standards Update ("ASU") 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and

Contract Assets, which simplifies the estimation of credit losses on current accounts receivable and contract assets by allowing the election of a practical expedient to assume that the current conditions as of the consolidated balance sheet date will remain unchanged for the remaining life of the asset when developing a reasonable and supportable forecast as part of estimating expected credit losses on these assets. The Company adopted this ASU on January 1, 2026, and the adoption did not have a material impact on the Company’s consolidated financial statements or footnote disclosures.

New Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which is intended to provide more detailed information about specified categories of expenses (purchases of inventory, employee compensation, depreciation and amortization) included in certain expense captions presented on the consolidated statement of operations. This new standard is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments may be applied either (1) prospectively to financial statements issued for periods after the effective date of this ASU or (2) retrospectively to all prior periods presented in the consolidated financial statements. The Company is currently assessing the impact this ASU will have on the consolidated financial statements and footnote disclosures.

4. Revenue Recognition

The Company recognizes revenue under Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers, issued by the FASB. The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:

•Step 1: Identify the contract with the customer

•Step 2: Identify the performance obligations in the contract

•Step 3: Determine the transaction price

•Step 4: Allocate the transaction price to the performance obligations in the contract

•Step 5: Recognize revenue when the company satisfies a performance obligation

Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by Rockwell from a customer, are excluded from revenue.

Certain distributors deduct distribution service fees from amounts due to the Company. These fees, along with chargebacks arising from contracted pricing arrangements with certain end customers, are recorded as reductions of revenue. Chargebacks represent the difference between the distributor’s acquisition cost and the lower contracted price offered to the end customer, and are estimated and recorded as a reduction of revenue at the time of the initial sale to the distributor. Chargeback estimates represent variable consideration and are determined based on contractual pricing arrangements, historical chargeback activity and expected sales to eligible end customers.

Shipping and handling costs associated with outbound freight related to contracts with customers are accounted for as a fulfillment cost and are included in cost of sales when control of the goods transfers to the customer.

Nature of goods and services

Rockwell operates in one market segment, the hemodialysis market, which involves the manufacture, sale and distribution of hemodialysis products to hemodialysis clinics, including pharmaceutical, dialysis concentrates, dialysis kits and other ancillary products used in the dialysis process.

Rockwell's customer mix is diverse, with most customer sales concentrations under 10%. For the three months ended June 30, 2026, revenues from sales to three customers, Customer A, Customer B and Customer C were approximately 8%, 9% and 11% of total revenues for the period, respectively, and 7%, 10% and 10% of total revenues for the six months ended June 30, 2026, respectively. For the three months ended June 30, 2025, revenues from sales to three customers, Customer A, Customer B and Customer C were approximately 11%, 10% and 11% of total revenues for the period, respectively, and 20%, 10% and 9% of total revenues for the six months ended June 30, 2025, respectively. At June 30, 2026, Customer B and Customer C represented

13% and 17% of the total net consolidated accounts receivable balance, respectively. At December 31, 2025, Customer A represented 14% of the total net consolidated accounts receivable balance.

Product Sales

The Company accounts for individual products and services separately if they are distinct (i.e., if a product or service is separately identifiable from other items and if a customer can benefit from it on its own or with other resources that are readily available to the customer). The consideration, including any discounts, is allocated between separate products and services based on their stand-alone selling prices. The stand-alone selling prices are determined based on the cost plus margin approach.

Dialysis concentrate and ancillary products are sold directly to dialysis clinics and to wholesale distributors in both domestic and international markets. Distribution and license agreements for which upfront fees are received are evaluated upon execution or modification of the agreement to determine if the agreement creates a separate performance obligation from the underlying product sales. For all existing distribution and license agreements, the distribution and license agreement is not a distinct performance obligation from the product sales. In instances where regulatory approval of the product has not been established and the Company does not have sufficient experience with the foreign regulatory body to conclude that regulatory approval is probable, the revenue for the performance obligation is recognized over the term of the license agreement (over time recognition). Conversely, when regulatory approval already exists or is probable, revenue is recognized at the point in time that control of the product transfers to the customer.

For the majority of the Company's international customers, the Company recognizes revenue when the customer takes control at the shipping point, which is generally the Company's plant or warehouse. For other customers, the Company recognizes revenue based on when the customer takes control of the product upon delivery. The amount of revenue recognized is based on the purchase order less returns and adjusted for any rebates, discounts, chargebacks or other amounts paid to customers estimated at the time of sale. Customers typically pay for the product based on customary business practices with payment terms averaging 30 days, while a small subset of customers have payment terms averaging 60 days.

Deferred License Revenue

The Company received upfront fees under three distribution and license agreements, which were recognized as revenue over the estimated term of the applicable distribution and license agreement as regulatory approval was not received and the Company did not have sufficient experience in China, India, South Korea and Turkey to determine that regulatory approval was probable as of the execution of the agreement. During the six months ended June 30, 2025, all remaining deferred revenue relating to the distribution and license agreements was recognized, resulting in $0.3 million of revenue recorded. All license agreements have been terminated.

Product Purchase Agreement

On September 18, 2023, Rockwell and DaVita, Inc. ("DaVita") entered into an Amended and Restated Products Purchase Agreement (the "Amended Agreement"), which amends and restates the Product Purchase Agreement, dated July 1, 2019, as amended, under which the Company supplies DaVita with certain dialysis concentrates. Under the Amended Agreement, the Company and DaVita agreed to an increase in product pricing, effective September 1, 2023. The term of the Amended Agreement was scheduled to expire on December 31, 2024. Prior to the expiration, the Company received written notice from DaVita, notifying the Company that DaVita intended to extend the term of the Amended Agreement through December 31, 2025 (the "Extension Term"). However, DaVita subsequently indicated that it will completely transition to another supplier, subject to further discussion between Rockwell and DaVita. DaVita agreed to non-refundable payments to ensure supply continuity during the transition period for products purchased, including quarterly, non-refundable payments totaling $1.3 million during the year ended December 31, 2025, of which $0.3 million and $1.3 million were recorded as revenue during the three and six months ended June 30, 2025. On December 23, 2025, DaVita and the Company extended the term of the Amended Agreement through December 31, 2026 (as amended, the " Second Extension Term") with an increase in product pricing during the Second Extension Term.

Disaggregation of revenue

Revenue is disaggregated by primary geographical market, major product line, and timing of revenue recognition.


In thousands	Three Months Ended June 30, 2026						Six Months Ended June 30, 2026
Products By Geographic Area	Total		U.S.		Rest of World		Total		U.S.		Rest of World

Concentrate Product Sales - Point-in-Time	$	17,780	$	15,131	$	2,649	$	35,116	$	29,694	$	5,422
Net Revenue	$	17,780	$	15,131	$	2,649	$	35,116	$	29,694	$	5,422


In thousands	Three Months Ended June 30, 2025						Six Months Ended June 30, 2025
Products By Geographic Area	Total		U.S.		Rest of World		Total		U.S.		Rest of World
License Fee – Over Time	$	—	$	—	$	—	$	325	$	—	$	325
Concentrate Product Sales - Point-in-Time	16,071		14,189		1,882		34,660		30,625		4,035
Net Revenue	$	16,071	$	14,189	$	1,882	$	34,985	$	30,625	$	4,360

Contract balances

The following table provides information about receivables, contract assets, and contract liabilities from contracts with customers.


In thousands	June 30, 2026		December 31, 2025		January 1, 2025
Accounts Receivable, net	$	8,305	$	8,143	$	8,291
Contract Liabilities, which are included in Deferred License Revenue	$	—	$	—	$	475

There were no other material contract assets recorded on the condensed consolidated balance sheets as of June 30, 2026 and December 31, 2025. The Company does not generally accept returns of its concentrate products and no material provision for returns of concentrates products was established as of June 30, 2026 or December 31, 2025. As of June 30, 2026 and December 31, 2025, the Company recorded an accrual for chargebacks and distribution fees of $0.6 million and $1.1 million, respectively, which are presented as an offset to accounts receivable in the accompanying condensed consolidated balance sheets.

5. Intangible Assets and Deferred Consideration

Intangible Assets

Our customer relationship intangible asset relates to customer relationships acquired in connection with an acquisition (the "Evoqua Asset Acquisition") executed on July 10, 2023 with Evoqua Water Technologies LLC ("Evoqua").

The details of our intangible assets subject to amortization are set forth below (in thousands):


	June 30, 2026
	Useful Life	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount

Customer Relationships	20 years	$	11,035	$	(1,655)	$	9,380


	December 31, 2025
	Useful Life	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount

Customer Relationships	20 years	$	11,035	$	(1,379)	$	9,656

ROCKWELL MEDICAL, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

During each of the three months ended June 30, 2026 and 2025, the Company recorded amortization of its customer relationship intangible asset of $0.1 million. During each of the six months ended June 30, 2026 and 2025, the Company recorded amortization of its customer relationship intangible asset of $0.3 million.

Estimated future amortization expense on the Company's customer relationships intangible asset as of June 30, 2026 is as follows (table in thousands):


Year ending December 31:
2026 (Remainder of Year)	$	276
2027	552
2028	552
2029	552
2030	552
Thereafter	6,896
Total	$	9,380

Deferred Consideration

A portion of the purchase price of the Evoqua Asset Acquisition was deferred on the acquisition date and is reflected in Deferred Consideration of $0 as of June 30, 2026 on the condensed consolidated balance sheet, with payment terms extending through April 2026. The Company made payments of $0.5 million and $1.0 million, respectively, during the three and six months ended June 30, 2026, which satisfied the remaining deferred consideration liability. The Company made payments of $0.4 million and $0.9 million, respectively, during the three and six months ended June 30, 2025.

6. Investments - Available-for-Sale

Investments available-for-sale consisted of the following as of June 30, 2026 and December 31, 2025 (table in thousands):


	June 30, 2026
	Amortized Cost		Unrealized Gain		Unrealized Loss		Accrued Interest		Fair Value
Available-for-Sale Securities
Debt Securities	$	14,142	$	136	$	—	$	—	$	14,278


	December 31, 2025
	Amortized Cost		Unrealized Gain		Unrealized Loss		Accrued Interest		Fair Value
Available-for-Sale Securities
Debt Securities	$	14,149	$	137	$	—	$	—	$	14,286

The fair value of investments available-for-sale are determined using quoted market prices from daily exchange-traded markets based on the closing price as of the balance sheet date and are classified as a Level 1 measurement under ASC 820, Fair Value Measurements.

During the three and six months ended June 30, 2026, the Company sold investments outstanding for a gain of $0.1 million and $0.3 million, respectively. During the three and six months ended June 30, 2025, the Company sold investments outstanding for a gain of $0.1 million. These gains are included in realized gain on available-for-sale investments on the condensed consolidated statements of operations.

As of June 30, 2026, the Company's remaining available-for-sale securities are U.S. Department of the Treasury bonds and are all due within one year.

7. Segment Reporting

ROCKWELL MEDICAL, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Operating segments are defined as components of an entity about which discrete financial information is evaluated regularly by the Company's Chief Operating Decision Maker ("CODM") in deciding how to allocate resources and assess performance. Rockwell operates in one market segment, the hemodialysis market, which involves the manufacture, sale and distribution of hemodialysis products to hemodialysis clinics, including dialysis concentrates and other ancillary products used in the dialysis process. Accordingly, the Company has one reportable segment. The Company has a single management team that reports to its Chief Executive Officer, the Company's CODM, who comprehensively manages the entire Company. The accounting policies of the segment are the same as those described in the summary of significant accounting policies.

The CODM assesses performance for the segment and decides how to allocate resources based on net loss that also is reported on the statements of operations and comprehensive loss as net loss. The CODM uses net loss to monitor budget and forecast versus actual results in assessing segment performance, as well as cash forecast models, in order to evaluate operating results and performance in deciding how to allocate resources. The measure of segment assets is reported on the condensed consolidated balance sheets as total assets.

The Company’s significant segment expenses for its one segment for the three and six months ended June 30, 2026 and 2025 consisted of the following (table in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025

Net Sales	$	17,780	$	16,071	$	35,116	$	34,985
Cost of Sales	14,537		13,568		28,976		29,440
Gross Profit	3,243		2,503		6,140		5,545
Employee Compensation	2,475		2,382		5,210		5,060
Administrative Costs	1,829		1,470		3,471		3,194
Operating Loss	(1,061)		(1,349)		(2,541)		(2,709)

Other Income (Expense):
Realized Gain on Available-for-Sale Investments	130		64		250		120
Interest Expense	(281)		(276)		(563)		(553)
Interest Income	40		69		77		135
Total Other Expense, net	(111)		(143)		(236)		(298)

Net Loss	$	(1,172)	$	(1,492)	$	(2,777)	$	(3,007)

8. Inventory

Components of inventory, net of reserves, as of June 30, 2026 and December 31, 2025 were as follows (table in thousands):


	June 30, 2026		December 31, 2025
Inventory - Current Portion
Raw Materials	$	1,377	$	1,848
Work in Process	418		199
Finished Goods	1,022		1,377


Total Inventory	$	2,817	$	3,424

As of June 30, 2026 and December 31, 2025, Rockwell had total current concentrate inventory aggregating $2.8 million and $3.4 million, respectively, against which Rockwell had reserved $25.0 thousand at each period end.

ROCKWELL MEDICAL, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

9. Property and Equipment

As of June 30, 2026 and December 31, 2025, the Company’s property and equipment consisted of the following (table in thousands):


	June 30, 2026		December 31, 2025
Machinery and Equipment	$	10,162	$	11,340
Information Technology & Office Equipment	1,650		1,717
Leasehold Improvements	1,215		1,567
Laboratory Equipment	475		726
Total Property and Equipment	13,502		15,350
Accumulated Depreciation	(8,880)		(10,721)
Property and Equipment, net	$	4,622	$	4,629

During the six months ended June 30, 2026, the Company disposed of certain property and equipment, resulting in the derecognition of $2.9 million of gross assets and $2.6 million of accumulated depreciation, proceeds of $0.2 million from asset sales, and a net loss on disposal of $0.1 million. Depreciation and amortization expense for the three months ended June 30, 2026 and 2025 was $0.4 million and $0.4 million, respectively. Depreciation and amortization expense for the six months ended June 30, 2026 and 2025 was $0.7 million and $0.8 million, respectively.

10. Accrued Liabilities

Accrued liabilities as of June 30, 2026 and December 31, 2025 consisted of the following (table in thousands):


	June 30, 2026		December 31, 2025
Accrued Compensation and Benefits	$	1,566	$	2,558
Accrued Unvouchered Receipts	1,432		814
Accrued Workers Compensation	79		84
Other Accrued Liabilities	896		881
Total Accrued Liabilities	$	3,973	$	4,337

11. Stockholders’ Equity

Preferred Stock

On April 6, 2022, the Company and DaVita entered into the Securities Purchase Agreement (the "SPA"), which provided for the issuance by the Company of up to $15 million of preferred stock to DaVita, which was issued to DaVita during 2022 as Series X Preferred Stock and, by virtue, made DaVita a related party.

The Series X Preferred Stock was issued for a price of $1,000 per share (the "Face Amount"), subject to accretion at a rate of 1% per annum, compounded annually. If the Company’s common stock trades above $220.00 for a period of 30 calendar days, the accretion will thereafter cease. As of June 30, 2026, a total of $0.6 million of the Series X Preferred Stock had been accreted of which $0.2 million was accreted during the three and six months ended June 30, 2026 and 2025.

The Series X Convertible Preferred Stock is convertible to common stock at a rate equal to the Face Amount, divided by a conversion price of $110.00 per share (subject to adjustment for future stock splits, reverse stock splits and similar recapitalization events). As a result, each share of Series X Preferred Stock will initially convert into approximately 9 shares of common stock. DaVita’s right to convert to common stock is subject to a beneficial ownership limitation, which is initially set at 9.9% of the outstanding common stock, which limitation may be reset (not to exceed 19.9%) at DaVita’s option and upon providing prior written notice to the Company. In addition, any debt financing is limited by the terms of our SPA with DaVita. Specifically, until DaVita holds less than 50% of its original investment in the Company's Series X Convertible Preferred Stock,

the Company may only incur additional debt in the form of a purchase money loan, a working capital line of up to $5 million or to refinance existing debt, unless DaVita consents.

Additionally, the Series X Preferred Stock has a deemed liquidation event and redemption clause which could be triggered if the sale of all or substantially all of the Company's assets relating to the Company's dialysis concentrates business line. Since the Series X Preferred Stock may be redeemed if certain assets are sold at the option of the holder, but is not mandatorily redeemable as the sale of the assets that would allow for redemption is within the control of the Company, the preferred stock has been classified as permanent equity and initially recognized at fair value of $15 million (the proceeds on the date of issuance) less issuance costs of $0.1 million, resulting in an initial value of $14.9 million. The Company will assess at each reporting period whether conditions have changed to now meet the mandatory redemption definition which could trigger liability classification.

As of each of June 30, 2026 and December 31, 2025, there were 2,000,000 shares of preferred stock, $0.0001 par value per share, authorized and 15,000 shares of preferred stock issued and outstanding.

Common Stock

As of June 30, 2026 and 2025, the Company reserved for issuance the following shares of common stock related to the potential exercise of employee stock options, unvested restricted stock, convertible preferred stock, and warrants (collectively, "common stock equivalents"):


	As of June 30,
Common Stock and Common Stock Equivalents:	2026	2025
Common Stock	3,972,029	3,443,034


Options to Purchase Common Stock	318,493	334,189
Unvested Restricted Stock Awards	—	89
Unvested Restricted Stock Units	77,334	116,666
Convertible Preferred Stock	141,900	140,500
Unvested Restricted Stock Units - Market Condition	71,700	71,700
Warrants to Purchase Common Stock	398,448	398,448
Total	4,979,904	4,504,626

Controlled Equity Offering

On April 8, 2022, the Company entered into a Sales Agreement (the "Sales Agreement") with Cantor Fitzgerald & Co. (the "Agent"), pursuant to which the Company may offer and sell from time to time shares of Company’s common stock through the Agent pursuant to the Company’s shelf registration statement on Form S-3 (No. 333-259923) filed with the SEC on September 30, 2021 (the “Prior Registration Statement”).

This Prior Registration Statement expired on October 8, 2024 and, upon the effectiveness of the new registration statement on October 21, 2024, was deemed terminated. On November 13, 2024, in connection with the new registration statement, the Company filed a prospectus supplement covering the offer and sale of an aggregate offering price of up to $25.0 million of shares of the Company's common stock through the Agent under the Sales Agreement (as amended, the "ATM facility"). The offering and sale of such shares has been registered under the Securities Act of 1933, as amended.

During the three and six months ended June 30, 2026, no shares were sold pursuant to the Sales Agreement. Approximately $13.1 million remains available for sale under the ATM facility.

Warrant Issuance

In connection with the execution of the Third Amendment, as defined and described in Note 15, on January 2, 2024, the Company issued to Innovatus a warrant to purchase 19,109 shares of the Company’s common stock with an exercise price of $18.30 per share. The warrant may be exercised on a cashless basis, and is immediately exercisable through January 2, 2029. The

number of shares of common stock for which the warrant is exercisable and the exercise price are subject to certain proportional adjustments as set forth in the Third Amendment. The warrant is equity-classified with a fair value of approximately $0.2 million at issuance, which was treated as a debt issuance cost and is being amortized through interest expense over the remaining contractual term of the Term Loans, as defined and described in Note 15.

On July 10, 2023, the Company entered into a letter agreement (the “Letter Agreement”) with Armistice Capital Master Fund Ltd. (“Armistice”), in which Armistice would receive a “reload” warrant (the “Reload Warrant”) to purchase 375,000 shares of Common Stock with an exercise price of $51.30 per share, the closing price as reported by the Nasdaq Capital Market on July 7, 2023. The Reload Warrant may be exercised at all times prior to the 54 months anniversary of its issuance date. The Reload Warrant provides that a holder (together with its affiliates) may not exercise any portion of the Reload Warrant to the extent that the holder would own more than 9.99% of the Company’s outstanding Common Stock immediately after exercise, as such percentage ownership is determined in accordance with the terms of such warrant.

12. Stock-Based Compensation

The Company recognized total stock-based compensation expense during the three and six months ended June 30, 2026 and 2025 as follows (table in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Service-based Awards:

Restricted Stock Units	$	147	$	187	$	340	$	481
Stock Option Awards	256		195		542		346
Total	$	403	$	382	$	882	$	827

Performance-based Restricted Stock Awards

A summary of the Company’s performance-based restricted stock awards during the six months ended June 30, 2026 is as follows:


Performance-based Restricted Stock Awards	Number of Shares	Weighted Average Grant-Date Fair Value
Unvested at January 1, 2026	89	$	627.00
Forfeited	(89)	$	627.00
Unvested at June 30, 2026	—	$	—

Performance-based restricted stock awards are measured based on their fair value on the date of grant and amortized over the vesting period of 20 months. As of June 30, 2026, there is no unrecognized stock-based compensation expense related to performance-based restricted stock awards.

Restricted Stock Units - Market Condition

In May 2025, the Company granted 71,700 restricted stock units with a market condition ("RSU-MC") under its Amended and Restated 2018 Long Term Incentive Plan with a grant date fair value of $0.6 million. The RSU-MCs are subject to both service and market based vesting conditions.

The RSU-MCs will vest, subject to the recipient's continued employment through the vesting date, if the average closing price of the Company's common stock equals or exceeds $21.40 per share for any consecutive 60-day trading period occurring prior to the third anniversary of the grant date. Except in the event of a change in control or termination due to death or disability, no portion of the award will vest before the first anniversary of the grant date. The RSU-MCs qualify as equity instruments and are accounted for under ASC 718, Compensation, Stock Compensation.

The unrecognized stock-based compensation expense recorded in connection with the RSU-MCs was $0.4 million at June 30, 2026, which is expected to be recognized over the next 1.89 years.

ROCKWELL MEDICAL, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Service-based Restricted Stock Units

A summary of the Company’s service-based restricted stock units during the six months ended June 30, 2026 is as follows:


Service-based Restricted Stock Units	Number of Shares	Weighted Average Grant-Date Fair Value
Unvested at January 1, 2026	115,666	$	11.10

Vested	(38,332)	11.40

Unvested at June 30, 2026	77,334	$	11.00

The fair value of service-based restricted stock units is measured on the date of grant and amortized over the vesting period. The vesting periods range from one to three years. As of June 30, 2026, the unrecognized stock-based compensation expense was $0.4 million, which is expected to be recognized over the next 0.86 years.

Service-based Stock Option Awards

A summary of the Company’s service-based stock option activity for the six months ended June 30, 2026 is as follows:


Service-based Stock Option Awards	Shares Underlying Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value (in thousands)
Outstanding at January 1, 2026	327,627	$	26.40


Forfeited	(4,823)	11.90			—
Expired	(4,311)	81.60			—
Outstanding at June 30, 2026	318,493	$	25.70	7.60	$	—
Exercisable at June 30, 2026	171,876	$	36.20	7.04	$	—

The aggregate intrinsic value is calculated as the difference between the closing price of the Company's common stock at the date indicated and the exercise price of the stock options that had strike prices below the closing price.

As of June 30, 2026, total stock-based compensation expense related to unvested options not yet recognized totaled approximately $0.5 million, which is expected to be recognized over the next 1.84 years.

13. Commitments and Contingencies

From time to time, the Company has been or may become a party to various disputes, legal actions, proceedings and investigations involving claims incidental to the conduct of its business, including actions by customers, employees, government entities and third parties. Due to the contract-intensive nature of the Company's business, the Company has been or may in the future become involved in disputes or legal actions with its contract counterparties, which could have a negative impact on the Company's business, results of operations or financial condition.

Product License Agreements

The Company is a party to a Licensing Agreement between the Company and Charak, LLC ("Charak") dated January 7, 2002 (the "2002 Agreement") that grants the Company exclusive worldwide rights to certain patents and information related to its Triferic product. On October 7, 2018, the Company entered into a Master Services and IP Agreement (the “Charak MSA”) with Charak and Dr. Ajay Gupta, a former Officer of the Company. Pursuant to the Charak MSA, the parties entered into three additional agreements related to the license of certain soluble ferric pyrophosphate (“SFP”) intellectual property owned by Charak. These agreements granted the Company an exclusive, worldwide, non-transferable license to SFP for the purpose of commercializing (i) SFP for the treatment of patients with renal failure, (ii) certain intravenous-delivered products incorporating SFP for the treatment of iron disorders, and (iii) certain TPN products incorporating SFP. The potential milestone payments are not considered probable, and no milestone payments have been accrued as of June 30, 2026 and December 31, 2025.

14. Leases

Rockwell leases its production facilities and administrative offices as well as certain equipment used in its operations including leases on transportation equipment used in the delivery of its products. The lease terms range from monthly to six years. Rockwell occupies a 51,000 square foot facility and a 17,500 square foot facility in Wixom, Michigan under a lease expiring in August 2027. Rockwell also occupies a 51,000 square foot facility in Grapevine, Texas. The lease, which previously expired in December 2025, was extended in January 2026 for a 62-month term through February 2031, resulting in the recognition of a right-of-use asset and corresponding lease liability of approximately $2.5 million. Additionally, Rockwell occupies a lease for a 16,800 square foot storage facility in Allentown, Pennsylvania, that expires in April 2030.

The following summarizes quantitative information about the Company’s operating and finance leases (table in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Operating Leases
Operating Lease Cost	$	477	$	488	$	1,000	$	914
Variable Lease Cost	97		137		167		265
Operating Lease Expense	574		625		1,167		1,179
Finance Leases
Amortization of Right-of-Use Assets	101		139		203		278
Interest on Lease Obligations	10		20		22		43
Finance Lease Expense	111		159		225		321
Short-term Lease Rent Expense	6		6		11		11
Total Lease Expense	$	691	$	790	$	1,403	$	1,511

Other Information
Operating Cash Flows from Operating Leases	$	472	$	469	$	891	$	902
Operating Cash Flows from Finance Leases	$	10	$	20	$	22	$	43
Financing Cash Flows from Finance Leases	$	117	$	148	$	232	$	294


	June 30,
	2026		2025
Weighted-average Remaining Lease Term – Operating Leases	3.6		2.8
Weighted-average Remaining Lease Term – Finance Leases	1.2		2.0
Weighted-average Discount Rate – Operating Leases	9.9	%	7.8	%
Weighted-average Discount Rate – Finance Leases	6.8	%	6.5	%

Future minimum rental payments under operating and finance lease agreements are as follows (table in thousands):


	Operating		Finance
Year ending December 31, 2026 (Remaining)	$	927	$	251
Year ending December 31, 2027	1,533		311
Year ending December 31, 2028	973		—
Year ending December 31, 2029	953		—
Year ending December 31, 2030	794		—
Remaining future payments	117		—
Total	5,297		562
Less Present Value Discount	(908)		(21)
Operating and Finance Lease Liabilities	$	4,389	$	541

ROCKWELL MEDICAL, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

15. Loan and Security Agreement

On March 16, 2020, the Company and Rockwell Transportation, Inc., as Borrowers, entered into a Loan and Security Agreement (the "Loan Agreement") with Innovatus, as collateral agent and the lenders party thereto, pursuant to which Innovatus, as a lender, agreed to make certain term loans to the Company. In connection with each funding of the Term Loans, the Company issued to Innovatus a warrant (each a “Warrant”, and together the “Warrants”) to purchase a number of shares of the Company’s common stock equal to 3.5% of the principal amount of the relevant Term Loans funded divided by the exercise price. In connection with the first tranche of the Term Loans, the Company issued a Warrant to Innovatus, exercisable for an aggregate of 4,338 shares of the Company’s common stock at an exercise price of $181.50 per share. The Warrant may be exercised on a cashless basis and is immediately exercisable through the seventh anniversary of the applicable funding date. The number of shares of common stock for which the Warrant is exercisable and the associated exercise price are subject to certain proportional adjustments as set forth in such Warrant. The Company evaluated the warrant under ASC 470, Debt, and recognized an additional debt discount of approximately $0.5 million based on the relative fair value of the base instruments and warrants. The Company calculated the fair value of the Warrant using the Black-Scholes model.

On January 2, 2024, the Company entered into the Third Amendment to and Restatement of the Loan and Security Agreement (the "Third Amendment") with Innovatus, dated January 1, 2024 (the "Effective Date"). The Third Amendment provides for the continuation of term loans initially borrowed under the Loan Agreement amounting to $8.0 million as of January 1, 2024. The Company will make interest-only payments on the Term Loans for 36 months as certain conditions in the Third Amendment were met. The Company will make equal monthly payments of principal, together with applicable interest, in arrears, starting February 1, 2027. The Term Loans will mature on January 1, 2029. Effective on January 1, 2024, the Term Loans bear interest equal to the sum of (i) the greater of (a) Prime Rate (as defined in the Third Amendment) and (b) 7.50% plus (ii) 3.50%. At the Company's option, 2.00% of the interest due on any applicable interest payment date during the interest-only period may be paid in-kind by adding such amount to the then outstanding principal balance of the Term Loans. The Company also owes an additional fee equal to 4.375% of the funded amount of the Term Loans, or $1.0 million (such additional fee, the "Final Fee") at maturity. The Company is accreting up to this Final Fee premium with a charge against interest expense on the accompanying condensed consolidated statements of operations. The Term Loans may be voluntarily prepaid in full (but not partially) at any time, upon at least seven business days’ prior notice. In connection with any voluntary prepayment or satisfaction of the Term Loans prior to the maturity date (including any acceleration), the Company will pay all accrued and unpaid interest and all other amounts due in connection with the Term Loans, together with (x) a prepayment fee (the “Prepayment Fee”) equal to: (i) 1.0% of the principal amount of the Term Loans prepaid if the payment is made after January 1, 2026 but on or before January 1, 2027; or (ii) 0% of the principal amount of the Term Loans prepaid if the payment is made after January 1, 2027 through maturity, and (y) the Final Fee. The Term Loans will be mandatorily prepaid upon a change in control of the Company, or upon any early termination/acceleration of the Term Loans. In the event of a mandatory prepayment of the Term Loans, the Company shall be required to pay the Prepayment Fee (if applicable), as well as the Final Fee. The Third Amendment was treated as a modification for accounting purposes.

The Third Amendment contains various financial covenants and customary representations and warranties and affirmative and negative covenants, subject to exceptions as described in the Third Amendment. The Company's ability to comply with the covenants under the Third Amendment may be adversely affected by events beyond its control. If the Company is unable to comply with the covenants under the Third Amendment, it would pursue all available cure options in order to regain compliance. However, the Company may not be able to mutually agree with Innovatus on appropriate remedies to cure a future breach of a covenant, which could give rise to an event of default. As of June 30, 2026, the Company was in compliance with all covenants under the Third Amendment.

In connection with the execution of the Third Amendment, on January 2, 2024, the Company issued a warrant to purchase 19,109 shares of the Company’s common stock. The warrant is equity-classified with a fair value of $0.2 million at issuance, which was treated as a debt issuance cost and is being amortized through interest expense over the remaining contractual term of the Term Loans. For additional information, see Note 11.

The effective interest rate used to amortize the debt issuance cost relating to these warrants is 11.0% as of June 30, 2026. As of June 30, 2026, the outstanding balance of the Term Loans was $9.0 million, net of aggregate unamortized issuance costs, discounts and premiums of $0.5 million. For both of the six months ended June 30, 2026 and 2025, interest expense, including paid-in-kind interest, amounted to $0.5 million.

The Loan Agreement is secured by all assets of the Company and Rockwell Transportation, Inc. and contains customary representations and warranties and covenants, subject to customary carve outs, and initially included financial covenants related to liquidity and sales of Triferic.

The following table reflects the schedule of principal payments on the Term Loans as of June 30, 2026 (table in thousands):


Year	Principal Payments
2026 (Remaining)	$	—
2027	3,891
2028	4,244
2029 (Inclusive of Final Fee)	1,337
Total Debt Maturities	9,472
Unamortized Issuance Costs and Discount	(469)
Total Debt Maturities, net of Unamortized Issuance Costs and Discount	9,003
Less: Current Portion of Term Loans	(1,768)
Term Loans, net	$	7,235

16. Insurance Financing Note Payable

On June 3, 2025, the Company entered into a short-term note payable with a principal amount of $0.7 million, bearing interest at a rate of 7.14% per annum to finance various insurance policies, which required an upfront payment of $0.2 million. Principal and interest payments related to this note began on July 3, 2025 and were paid in 10 equal monthly payments of $0.1 million, with the final payment paid on April 3, 2026.

On June 4, 2024, the Company entered into a short-term note payable with a principal amount of $0.7 million, bearing interest at a rate of 7.89% per annum to finance various insurance policies, which required an upfront payment of $0.2 million. Principal and interest payments related to this note began on July 3, 2024 and were paid in 10 equal monthly payments of $0.1 million, with the final payment paid on April 3, 2025.

ROCKWELL MEDICAL, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

17. Subsequent Events

On July 1, 2026, the Company effected a one-for-ten (1-for-10) reverse stock split of its common stock. The reverse stock split was approved by the Company's stockholders at the annual meeting held on June 12, 2026, and became effective at 12:01 a.m. Eastern Time on July 1, 2026. At the effective time, every ten shares of the Company's issued and outstanding common stock were combined into one issued and outstanding share of common stock. The par value of the common stock remained $0.0001 per share, and the number of authorized shares of common stock was unchanged.

No fractional shares were issued in connection with the reverse stock split. In lieu of any fractional share, each stockholder who would otherwise have been entitled to a fractional share received a cash payment (without interest) equal to the fraction of a share to which the stockholder would otherwise have been entitled multiplied by the closing price of the common stock on June 30, 2026, as adjusted for the reverse stock split ratio.

In accordance with the terms of the respective instruments, proportionate adjustments were made to (i) the number of shares subject to, and the exercise or grant prices of, outstanding equity awards and the shares reserved for issuance under the Company's equity incentive plans, (ii) the conversion price of, and the number of shares of common stock issuable upon conversion of, the Company's Series X Convertible Preferred Stock, and (iii) the exercise prices of, and the number of shares of common stock issuable upon exercise of, the Company's outstanding warrants.

The common stock began trading on a split-adjusted basis on the Nasdaq Capital Market at the open of trading on July 1, 2026, under the existing symbol "RMTI" and a new CUSIP number (774374409). Unless otherwise noted, all share and per-share amounts in these condensed consolidated financial statements have been retrospectively adjusted to reflect the reverse stock split for all periods presented.

The Company effected the reverse stock split to regain compliance with the $1.00 minimum bid price requirement for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2). On May 8, 2026, the Company received notice from Nasdaq that it did not meet the minimum bid price requirement and was provided a compliance period through November 4, 2026. On July 16, 2026 the Company received notice that it has regained compliance with the minimum bid price requirement and as a result, Nasdaq has closed the matter.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with our condensed consolidated financial statements and related notes in “Item 1. Condensed Consolidated Financial Statements”. References in this report to “Rockwell,” the “Company,” “we,” “our” and “us” are references to Rockwell Medical, Inc. and its subsidiaries.

Forward-Looking Statements

We make forward-looking statements in this report and may make such statements in future filings with the U.S. Securities and Exchange Commission ("SEC"). We may also make forward-looking statements in our press releases or other public or shareholder communications. Our forward-looking statements are subject to risks and uncertainties and include information about our current expectations and possible or assumed future results of our operations. When we use words such as “may,” “might,” “will,” “should,” “believe,” “expect,” “anticipate,” “estimate,” “continue,” “could,” “plan,” “potential,” “predict,” “forecast,” “project,” “intend,” “is focused on” or similar expressions, or make statements regarding our intent, belief, or current expectations, we are making forward-looking statements. Our forward looking statements also include, without limitation, statements about our liquidity and capital resources; our ability to continue as a going concern; the size of the hemodialysis concentrates market opportunity; our ability to successfully execute on our business strategy, including our commercial focus; our ability to raise additional capital; our ability to successfully implement certain cost containment and cost-cutting measures; our ability to achieve and maintain profitability and statements regarding our anticipated future financial condition, operating results, cash flows and business plans.

While we believe our forward-looking statements are reasonable, you should not place undue reliance on any such forward-looking statements, which are based on information available to us on the date of this report or, if made elsewhere, as of the date made. Because these forward-looking statements are based on estimates and assumptions that are subject to significant business, economic and competitive uncertainties, many of which are beyond our control or are subject to change, actual results could be materially different. Factors that might cause such a difference include, without limitation, the risks and uncertainties discussed in this report, “Item 1A — Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 and from time to time in our other reports filed with the SEC.

Other factors not currently anticipated may also materially and adversely affect our results of operations, cash flow and financial position. There can be no assurance future results will meet expectations. Forward-looking statements speak only as of the date of this report and we expressly disclaim any intent to update or alter any statements whether as a result of new information, future events or otherwise, except as may be required by applicable law.

Overview

Rockwell is a healthcare company that develops, manufactures, commercializes, and distributes a portfolio of hemodialysis products for dialysis providers worldwide.

Rockwell is a supplier of liquid and dry, acid and bicarbonate concentrates for dialysis patients. Hemodialysis is the most common form of end-stage kidney disease treatment and is typically performed in freestanding outpatient dialysis centers, hospital-based outpatient centers, skilled nursing facilities, or a patient’s home. This represents a large market opportunity for which we believe Rockwell's products are well-positioned to meet the needs of patients.

We currently operate in one market segment, the hemodialysis market, which involves the manufacturing, sale and distribution of hemodialysis products to hemodialysis clinics, including dialysis concentrates and other ancillary products used in the dialysis process. Rockwell currently serves approximately 300 customers, highlighted by all five of the leading dialysis providers in the United States, including Fresenius Medical Care North America ("Fresenius") and DaVita Inc. ("DaVita"). Rockwell's customer mix is diverse, with most customer sales concentrations under 10%. Dialysate concentrates and other ancillary products accounted for 100% of our revenue for the six months ended June 30, 2026, of which approximately 85% of our sales was to distributors and customers for use in the United States.

Our commercial organization supports the Company's vision to focus its efforts on driving Rockwell Medical toward sustainable profitability. Our commercial team is focused on expanding revenue within our current customer base and seeking to grow revenue through the addition of new accounts to increase Rockwell's overall market share within the hemodialysis concentrates sector. We focus on creating long-term partnerships with customers, securing appropriate pricing for our products,

and delivering high-quality product to our customers for use with their patients.

Rockwell's products are vital to vulnerable patients with end-stage kidney disease. We are an established leader in manufacturing and delivering high-quality hemodialysis concentrates and dialysates, along with certain ancillary products, to dialysis providers and distributors in the United States and abroad. Rockwell provides the hemodialysis community with products controlled by a Quality Management System regulated by the U.S. Food and Drug Administration ("FDA"). Rockwell is ISO 13485 Certified and adheres to current Good Manufacturing Practices ("cGMP") and Association for Advancement of Medical Instrumentation ("AAMI") standards. Rockwell manufactures hemodialysis concentrates at its facilities in Michigan and Texas, and manufactures its dry acid concentrate mixers at its facility in Iowa.

Rockwell delivers the majority of its hemodialysis concentrates products and mixers to dialysis clinics throughout the United States and internationally, utilizing its own delivery trucks and third-party carriers. Rockwell has developed a core expertise in manufacturing and delivering hemodialysis concentrates, and has built a longstanding reputation for reliability, quality, and excellent customer service.

Rockwell continues to upgrade its manufacturing equipment to streamline production and improve margins, renegotiated pricing with key suppliers, and entered into several multi-year customer purchase agreements.

On September 18, 2023, Rockwell and DaVita entered into an Amended and Restated Products Purchase Agreement (the "Amended Agreement"), under which the Company supplies DaVita with certain dialysis concentrates. The term of the Amended Agreement was scheduled to expire on December 31, 2024. Prior to the expiration, the Company received written notice from DaVita that DaVita intended to extend the term of the Amended Agreement through December 31, 2025 (the "Extension Term"). Subsequently, DaVita indicated that it would completely transition to another supplier, subject to further discussions between Rockwell and DaVita. Additionally, DaVita agreed to quarterly, non-refundable payments totaling $1.3 million to ensure supply continuity for products purchased during the year ended December 31, 2025. These quarterly, non-refundable payments of $1.3 million were recorded as revenue during the six months ended June 30, 2025. While DaVita did significantly reduce its product purchases from Rockwell, it did not completely transition its business to a different supplier. On December 23, 2025, the Company and DaVita entered into a second amendment (the "Second Amendment") to the Amended Agreement which extended the term of the Amended Agreement by one additional year to December 31, 2026 (the "Second Extension Term"). The Second Amendment also provides for a price increase on the products sold under the Amended Agreement for the Second Extension Term.

Reverse Stock Split

On July 1, 2026, we effected a one-for-ten reverse stock split of our common stock to regain compliance with the Nasdaq Capital Market's $1.00 minimum bid price requirement. All share and per-share amounts in this report have been retrospectively adjusted to reflect the split for all periods presented. See Note 17 to the condensed consolidated financial statements.

Results of Operations for the Three Months Ended June 30, 2026 and 2025

The following table summarizes our operating results for the periods presented below (dollars in thousands):


	Three Months Ended June 30,
	2026		% of Revenue		2025		% of Revenue		% Change

Net Sales	$	17,780			$	16,071			11	%
Cost of Sales	14,537		82	%	13,568		84	%	7	%
Gross Profit	3,243		18	%	2,503		16	%	30	%

Research and Product Development	40		—	%	—		—	%	—	%
Selling and Marketing	577		3	%	572		4	%	1	%
General and Administrative	3,687		21	%	3,280		20	%	12	%
Operating Loss	$	(1,061)	(6)	%	$	(1,349)	(8)	%	(21)	%

Net Sales

During the three months ended June 30, 2026, net sales were $17.8 million compared to net sales of $16.1 million during the three months ended June 30, 2025. The increase of $1.7 million was primarily driven by $1.3 million of sales to new customers in the Western United States as well as additional sales and price increases to existing customers. Non-Product revenue was not material for either period. DaVita represented 8% and 11% of net sales for the three months ended June 30, 2026 and 2025, respectively.

Cost of Sales and Gross Profit

Cost of sales for the three months ended June 30, 2026 was $14.5 million, resulting in gross profit of $3.2 million for the three months ended June 30, 2026, compared to cost of sales of $13.6 million and a gross profit of $2.5 million for the three months ended June 30, 2025. The gross profit increase of $0.7 million was primarily due to (i) a $0.6 million increase as a result of lower manufacturing costs due to a decrease in production headcount and overhead, (ii) a $0.3 million increase from higher volume, and (iii) $0.1 million from severance expense in the three months ended June 30, 2025 related to the closure of the Company's Greer, South Carolina manufacturing facility, partially offset by a $0.3 million decline due to a price adjustment for DaVita purchases for the three months ended June 30, 2025 that did not repeat in 2026

Selling and Marketing Expense

Selling and marketing expenses for the three months ended June 30, 2026 were $0.6 million compared to $0.6 million during the three months ended June 30, 2025.

General and Administrative Expense

General and administrative expenses were $3.7 million for the three months ended June 30, 2026, compared to $3.3 million for the three months ended June 30, 2025. The increase of $0.4 million was driven by higher administrative costs, professional fees and compensation expense.

Other Expense

Total other expense of $0.1 million and $0.1 million for the three months ended June 30, 2026 and 2025, respectively, was comprised primarily of interest expense of $0.2 million in each period related to our debt facility (See Note 15 to the condensed consolidated financial statements included elsewhere in this Form 10-Q). The interest expense for the three months ended June 30, 2026 was partially offset by $0.1 million of realized gains on available-for-sale investments.

Results of Operations for the Six Months Ended June 30, 2026 and 2025

The following table summarizes our operating results for the periods presented below (dollars in thousands):


	Six Months Ended June 30,
	2026		% of Revenue		2025		% of Revenue		% Change

Net Sales	$	35,116			$	34,985			—	%
Cost of Sales	28,976		83	%	29,440		84	%	(2)	%
Gross Profit	6,140		17	%	5,545		16	%	11	%

Research and Product Development	40		—	%	—		—	%	—	%
Selling and Marketing	1,144		3	%	1,283		4	%	(11)	%
General and Administrative	7,497		21	%	6,971		20	%	8	%
Operating Loss	$	(2,541)	(7)	%	$	(2,709)	(8)	%	(6)	%

Net Sales

During the six months ended June 30, 2026, net sales were $35.1 million compared to net sales of $35.0 million during the six months ended June 30, 2025. The increase of $0.1 million was primarily due to (i) an increase of $2.7 million from new customers in the Western United States, as well as (ii) $2.1 million from increased sales and price increases to existing customers and sales to new customers, partially offset by a $4.3 million reduction in sales to DaVita, which included a $1.3 million price adjustment in 2025 that did not repeat in 2026. Net sales of non-product revenue was $0.3 million for the six months ended June 30, 2025 from the recognition of the remaining deferred revenue associated with Triferic licenses. DaVita represented 7% and 20% of net sales for the six months ended June 30, 2026 and 2025, respectively.

Cost of Sales and Gross Profit

Cost of sales for the six months ended June 30, 2026 was $29.0 million, resulting in gross profit of $6.1 million for the six months ended June 30, 2026, compared to cost of sales of $29.4 million and a gross profit of $5.5 million for the six months ended June 30, 2025. The gross profit increase of $0.6 million was primarily due to (i) a $1.6 million increase as a result of lower manufacturing costs due to a decrease in production headcount and overhead, (ii) $0.2 million from higher volumes, and (iii) $0.2 million of severance expense during the six months ended June 30, 2025, partially offset by (i) a $1.3 million decline due to a price adjustment for DaVita purchases for the six months ended June 30, 2025 that did not repeat in 2026 and (ii) a decrease of 0.1 million in gross profit related to the recognition of remaining deferred revenue associated with Triferic licenses in the six months ended June 30, 2025.

Selling and Marketing Expense

Selling and marketing expenses for the six months ended June 30, 2026 were $1.1 million compared to $1.3 million during the six months ended June 30, 2025. The decrease was due primarily to $0.1 million of lower compensation expense as a result of lower headcount.

General and Administrative Expense

General and administrative expenses were $7.5 million for the six months ended June 30, 2026, compared to $7.0 million for the six months ended June 30, 2025. The increase of $0.5 million was driven by $0.3 million of higher compensation expense and $0.2 million of asset disposal costs related to the closure of the Greer facility.

Other Expense

Total other expense of $0.2 million and $0.3 million for the six months ended June 30, 2026 and 2025, respectively, was driven primarily by interest expense of $0.4 million in each period related to our debt facility (See Note 15 to the condensed consolidated financial statements included elsewhere in this Form 10-Q). The interest expense for the six months ended June 30, 2026 was partially offset by $0.3 million of realized gains on available-for-sale investments.

Liquidity and Capital Resources

As of June 30, 2026, we had approximately $24.8 million of cash, cash equivalents and investments available-for-sale, and net working capital of $25.2 million. Based on the currently available net working capital along with the expectation of management of its ability to execute on its operational plans as discussed below, management believes the Company currently has sufficient funds to meet its operating requirements for at least the next twelve months from the date of the filing of this report.

Additionally, the Company's operational plans include raising capital, if needed, by using the $13.1 million remaining availability under its at-the-market ("ATM") facility or other methods or forms of financings, subject to existing limitations. Under the ATM, we have the ability to control the timing and floor price at which capital is raised.

The actual amount of cash that we will need to execute our business strategy is subject to many factors, including, but not limited to, the costs associated with our manufacturing and transportation operations related to our concentrate business.

We may elect to raise capital in the future through one or more of the following: (i) equity and debt raises through the equity and capital markets, though there can be no assurance we will be able to secure additional capital or funding on acceptable terms, or if at all; and (ii) strategic transactions, including potential alliances and collaborations focused on markets outside the United States, as well as potential combinations (including by merger or acquisition) or other corporate transactions.

We believe our ability to fund our activities in the long term will be highly dependent upon (i) our ability to execute on the growth strategy of our hemodialysis concentrates business and maintain sales with existing customers, (ii) our ability to achieve sustained profitability and (iii) our ability to identify, develop, in-license, or acquire new products in developing our product portfolio. All of these strategies are subject to significant risks and uncertainties such that there can be no assurance we will be successful in achieving them. If we are unsuccessful in executing our business plan and we are unable to raise the required capital, we may be forced to curtail all of our activities and, ultimately, cease operations. Even if we are able to raise sufficient capital, such financings may only be available on unattractive terms, or result in significant dilution of stockholders’ interests and, in such event, the market price of our common stock may decline.

If the Company attempts to obtain additional debt or equity financing, the Company cannot assume such financing will be available on favorable terms, if at all. In addition, any debt financing is limited by the terms of our Securities Purchase Agreement with DaVita. Specifically, until DaVita owns less than 50% of its investment, the Company may only incur additional debt in the form of a purchase money loan, a working capital line of up to $5.0 million or to refinance existing debt, unless DaVita consents.

The Company is subject to certain covenants and cure provisions under its Loan and Security Agreement (the "Loan Agreement") with Innovatus Life Sciences Lending Fund I, LP. As of June 30, 2026, the Company was in compliance with all covenants. On January 2, 2024, the Loan Agreement was amended to include, among other things, an interest-only period for 30 months, or up to 36 months if certain conditions are met, and extend the maturity date to January 1, 2029 (See Note 15 to the accompanying condensed consolidated financial statements).

The global macroeconomic environment is uncertain, and could be negatively affected by, among other things, changes in U.S. trade policies, including tariffs and other trade restrictions or the threat of such actions, instability in the global capital and credit markets, supply chain weaknesses, and instability in the geopolitical environment, including as a result of the Russian invasion of Ukraine, the Middle East conflicts and other political tensions, and the occurrence of natural disasters and public health crises. Such challenges have caused, and may continue to cause, recession fears, rising interest rates, foreign exchange volatility and inflationary pressures. At this time, the Company is unable to quantify the potential effects of this economic instability on our future operations. Due to the rapidly evolving nature of the global situation, it is not possible to predict the extent to which these conditions could adversely affect the Company's liquidity and capital resources in the future.

On July 4, 2025, the U.S. enacted P.L. 119-21, a U.S. federal statute passed by the 119th United States Congress that includes tax and spending policies (the “Act”), which contains a broad range of tax reform provisions affecting businesses, including extending or reinstating certain provisions of the 2017 Tax Cuts and Jobs Act, tax relief measures, modifications of certain energy tax credits granted under the Inflation Reduction Act and limits on various tax deductions, among other key provisions. The Company evaluated the Act and concluded it will not have a material impact on its condensed consolidated financial statements.

Cash Provided By (Used In) Operating Activities

Net cash provided by operating activities was $1.9 million for the six months ended June 30, 2026 compared to net cash used in operating activities of $1.6 million for the six months ended June 30, 2025. The increase in cash provided by operating activities during the current period as compared to the prior period was primarily due to a decrease in cash used in changes in current balance sheet accounts in the ordinary course of business of approximately $3.7 million and a decrease in net loss of approximately $0.2 million, partially offset by a decrease in non-cash adjustments of approximately $0.4 million.

Cash Used In Investing Activities

Net cash used in investing activities was $0.6 million during the six months ended June 30, 2026. Net cash used in investing activities was $0.1 million for the six months ended June 30, 2025. Net cash used in investing activities during the six months ended June 30, 2026 and 2025 was primarily driven by (i) purchases of property and equipment, net of $1.0 million and $0.2 million, respectively, partially offset by (ii) net cash proceeds from purchases and sales of our available-for-sale investments of $0.3 million and $0.1 million, respectively.

Cash Used In Financing Activities

Net cash used in financing activities was $1.5 million during the six months ended June 30, 2026. Net cash used in financing activities was $1.4 million for the six months ended June 30, 2025. Net cash used in financing activities during the six months ended June 30, 2026 and 2025 was primarily due to (i) the cash paid in connection with the Evoqua Asset Acquisition deferred consideration obligation of $1.0 million and $0.9 million, respectively, (ii) $0.3 million of payments under the insurance financing note payable during each period and (iii) $0.2 million and $0.3 million of payments on finance lease liabilities, respectively.

Contractual Obligations and Other Commitments

Due to the contract-intensive nature of the Company's business, the Company has been and may in the future become involved in disputes or legal actions with its contract counterparties, which could have a negative impact on the Company's business, results of operations or financial condition. See Note 13 to the condensed consolidated financial statements included elsewhere in this Form 10-Q for additional disclosures. There have been no other material changes from the contractual obligations and other commitments disclosed in Notes 13 and 14 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025.

Critical Accounting Policies and Significant Judgments and Estimates

Our critical accounting policies and significant estimates are detailed in our Annual Report on Form 10-K for the year ended December 31, 2025. There have been no material changes in our critical accounting policies and estimates as compared to the critical accounting policies and estimates disclosed in Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2025.

Recently issued and adopted accounting pronouncements:

We have evaluated all recently issued accounting pronouncements and believe such pronouncements do not have a material effect our financial statements. See Note 3 to the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Per §229.305 of Regulation S-K, the Company, designated a Smaller Reporting Company as defined in §229.10(f)(1) of Regulation S-K, is not required to provide the disclosure required by this Item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure material information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and such information is accumulated and communicated to our management, including our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer) as appropriate, to allow timely decisions regarding required financial disclosure. In designing and evaluating the disclosure controls and procedures, we recognized that a control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. Management was necessarily required to apply its judgment in evaluating the cost‑benefit relationship of possible controls and procedures.

Under the supervision of and with the participation of our management, including the Company’s Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures (as such terms are defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2026. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2026.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting in connection with the evaluation required by Rule 13a-15(d) of the Exchange Act that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We may be involved in certain routine legal proceedings from time to time before various courts and governmental agencies. We cannot predict the final disposition of such proceedings. We regularly review legal matters and record provisions for claims considered probable of loss. The resolution of these pending proceedings is not expected to have a material effect on our operations or consolidated financial statements in the period in which they are resolved.

Item 1A. Risk Factors

Our business is subject to various risks, including those described in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025. There have been no material changes to the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2025 under "Item 1A - Risk Factors."

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Director and executive officer trading arrangements

The following table provides information concerning Rule 10b5-1 trading arrangements adopted during the three months ended June 30, 2026, by any director or any executive officer who is subject to the filing requirements of Section 16 of the Securities Exchange Act of 1934. These trading arrangements are intended to satisfy the affirmative defense of Rule 10b5-1(c). No non-Rule 10b5-1 trading arrangements were adopted by any director or executive officer during the second quarter of 2026. In addition, no Rule 10b5-1 or non-Rule 10b5-1 trading arrangements were terminated by any director or executive officer in the second quarter of 2026.

Name

Title

Adoption Date

Duration (a)

Number of shares to be sold

Mark Strobeck

President and CEO

5/19/2026

10/1/2026 - 7/3/2028

12,250

(a) Subject to compliance with Rule 10b5-1, duration could cease earlier than the final date shown above to the extent that the aggregate number of shares to be sold under the trading arrangement have been sold.

Item 6. Exhibits

The exhibits filed or furnished as part of this Quarterly Report on Form 10-Q are set forth on the Exhibit Index, which Exhibit Index is incorporated herein by reference.


EXHIBIT INDEX
Exhibit No.						Description








3.1						Certificate of Amendment to the Certificate of Incorporation of Rockwell Medical, Inc. (incorporated by reference to the Company's Form 8-K filed on June 29, 2026).

31.1*						Certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934





31.2*						Certification pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934



32.1**						Certification pursuant to 18 U.S.C. Section 1350 and Rule 13a-14(b) of the Securities Exchange Act of 1934

101.INS*						XBRL Instance Document

101.SCH*						XBRL Taxonomy Extension Schema

101.CAL*						XBRL Taxonomy Extension Calculation Linkbase

101.DEF*						XBRL Taxonomy Extension Definition Database

101.LAB*						XBRL Taxonomy Extension Label Linkbase

101.PRE*						XBRL Taxonomy Extension Presentation Linkbase

104*						The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, formatted in Inline XBRL (included as Exhibit 101)

*						Filed herewith
**						Furnished herewith and not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act

SIGNATURES

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 thereunto duly authorized.


	ROCKWELL MEDICAL, INC.
	(Registrant)

Date: August 13, 2026		/s/ Mark Strobeck, Ph.D.
		Mark Strobeck, Ph.D. President, Chief Executive Officer and Director (Principal Executive Officer)

		/s/ Jesse Neri
		Jesse Neri Senior Vice President and Chief Financial Officer (Principal Financial Officer)