Rockwell Medical, Inc. today announced that the Company and five members of the Rockwell Medical Board of Directors (Benjamin Wolin, Mark Ravich, John Cooper, Robin Smith and Lisa Colleran, collectively referred to as the “Other Directors”) have entered into a settlement agreement (“the Agreement”) with Robert Chioini, Thomas Klema, Patrick Bagley and Ronald Boyd (“Settling Parties”).

The specific terms of the Agreement, which are effective immediately, are confidential. The Agreement, in its most general terms includes the following terms:

  • Chioini and Boyd resigned from the Company’s Board of Directors (the “Board”).
  • The parties to the Agreement mutually released one another from any and all claims through the date of the Settlement Agreement.
  • The parties caused the pending federal lawsuit to be dismissed with prejudice and without cost to any party thereto.
  • For approximately five years, the Settling Parties will not directly or indirectly attempt to participate in the management or operations of Rockwell or its affiliates or subsidiaries (the “Rockwell Entities”).
  • The Company will pay the Settling Parties an aggregate payment of $1.5 million, $750,000 of which was paid upon the execution of the Settlement Agreement and nine monthly installments of $83,333 each, with the last installment being paid in May 2019.  The Company will also pay Boyd an additional $30,000 upon his execution of the Settlement Agreement.
  • The Company agreed to accelerate the vesting of the remaining unvested Company stock options held by the Settling Parties that were scheduled to vest through October 2, 2018. They will have until May 24, 2020 (unless such options expire sooner) to exercise any vested Company stock options they each hold.
  • Chioini and Klema agreed to forfeit a total of 313,600 unvested shares of common stock that had been issued in March 2017 as a performance-based award.

Ben Wolin, Chairman of the Board, said, “We are pleased to have entered into this Agreement, which we view as in the best interest of all our stakeholders. With these matters now firmly behind us, the Board and management team will focus on executing on the Company’s near- and long-term objectives to realize the potential of our innovative renal drug therapies and drive value for our shareholders.”

The foregoing summary does not purport to be a complete description of the terms of the Settlement Agreement and is qualified in its entirety by reference to the description in the Form 8-K that the Company will file with the Securities and Exchange Commission.