MRAG is not going away:
Medical Resource Acquisition Group, LLC (MRAG), an investment company focused on facilitating the advancement of innovative healthcare companies, announces that it remains focused on replacing Rockwell Medical, Inc. (RMTI; NASDAQ) Directors Lisa Colleran, John Cooper and Mark Ravich. MRAG believes Director’s Colleran, Cooper and Ravich have been largely responsible for the destruction in value of the RMTI share price, which under their guidance, or lack thereof, has lost approximately 84% of its value and plunged to an all-time low trading recently at $1.12 per share.
MRAG views the Rockwell Board’s decision to announce in a press release to shareholders that it consummated a debt financing up to $35 million, and that it was a non-dilutive financing done at the urging of shareholders, to be misleading, deceptive and not in the best interest of the shareholders of Rockwell.
Mr. Khurram Shroff, General Partner of MRAG, stated, “To bring on such a huge amount of debt, approximately 32% of the market cap at time of closing, with no current or foreseeable way to pay it down, is not in the best interest of shareholders. For that matter, it is not in the best interest of anyone other than the debt holder and the bank they paid. Furthermore, for management to tell investors in the press release that it is a non-dilutive financing while also stating that the Loan Agreement includes customary warrant coverage is blatantly misleading and deceiving. Warrants are dilutive. The Board and management also left out the important terms of the loan, such as the number of warrants issued and at what strike price, the interest rate and other covenants. We also do not understand why the public offering of common stock in February 2020, done by Cantor Fitzgerald & Co, was required or helped facilitate this Debt financing as the Company has stated. Or why Cantor Fitzgerald & Co were paid for this transaction. This Board’s lack of transparency, and outright attempt to keep shareholders in the dark, is very troubling and we plan to change that once we have our seats on the Rockwell Board.”
Mr. Shroff further stated, “The Rockwell Medical management team and Board of Directors’ failure to provide appropriate governance and truly independent directors on the Board has led to a lack of operational controls, reckless spending and excessive compensation paid to Rockwell executives and directors, resulting in five, highly dilutive financings and incredibly poor stock performance. Shareholders need a Board that puts a premium on practicing good governance, transparency, truth to shareholders and prudent management of the Company funds. Shareholders also must have directors who have purchased and own stock so that directors are aligned with the shareholders best interest, which is not the case with five of the six current Rockwell directors.”
MRAG believes Lisa Colleran, John Cooper and Mark Ravich, who are up for possible reelection at the upcoming Rockwell annual meeting, have been instrumental in overseeing the reckless Board decisions and resulting devastation in value of the RMTI share price. The three directors in MRAG’s view, have been a distraction for the Board and have gone to great lengths to pay themselves excessively while hindering the conception, adoption and execution of a sound, fiscally prudent strategy for Rockwell Medical and its shareholders.
On February 24, 2020, MRAG offered funding of $15 million, for equity priced at-the-market, to Rockwell Medical along with placing three new, highly successful directors on the Rockwell Board in a bid to restructure and reinvigorate the Company and increase its share value. Mr. Shroff believes that as Directors on the Rockwell Board, he, Markus Mueller and Arthur Reynolds will bring new opportunities and new investors into the Company and help facilitate the expansion of its business interests and investment profile worldwide.
MRAG believes Rockwell’s Board of Directors, by attempting to refuse acceptance of MRAG’s slate of Directors after Rockwell confirmed to MRAG in writing that their notice of director nominations was properly delivered under the Company’s Bylaws within the prescribed advance notice period, is trying to suppress the Company shareholders’ right to vote for the directors they feel should be elected to the Company Board. MRAG views this attempt of voter suppression by the Rockwell directors to be an effort to entrench and enrich themselves, and therefore a clear violation of their fiduciary duty to shareholders. MRAG maintains that it correctly submitted its slate of directors for the upcoming annual shareholder meeting and that this was done in accordance with the bylaws of Rockwell Medical and the state laws of Delaware and its discussions with Company representatives. MRAG intends to use all options available to it, including litigation, in order to ensure that their slate of directors is considered by the shareholders at the upcoming annual shareholder meeting.
MRAG is backed by Canadian, UAE-based businessman Khurram Shroff, who is an award- winning, global banking and finance leader. MRAG focuses on disruptive technologies in the healthcare space and is assisted by expert advisers from three continents who have global financial and strategic networks. Mr. Shroff is focused on investments in companies with innovative technologies that can bring advancement in treatment to patients worldwide. Mr. Shroff is driving an initiative to introduce vital, state-of-the-art, dialysis products and solutions globally. Mr. Shroff views his investment in Rockwell Medical as facilitating this initiative.
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