Rockwell Medical, Inc. filed a Form 8-K on November 3, 2026, disclosing that on November 2, 2026, it entered into an Equity and Asset Purchase Agreement with Vantive Limited to acquire Vantive's in-center hemodialysis business across 35 jurisdictions for a base purchase price of $125,000,000.

Key Highlights

  • Base purchase price: $125,000,000, payable entirely through seller financing at closing, consisting of $100,000,000 in Term Loans and a $25,000,000 Convertible Note.
  • Scope of acquisition: Vantive's in-center hemodialysis business in 35 jurisdictions, including the United States, covering hemodialysis concentrates, water treatment systems, monitors, bloodlines, and related technical services.
  • Earnout potential: Vantive is entitled to up to $45,000,000 in additional payments tied to pro forma EBITDA and revenue thresholds over periods of up to eight and six fiscal years, respectively, after closing.
  • Revenue milestone payments: A one-time payment of $10,000,000 if pro forma revenue exceeds $480,000,000, and an additional $10,000,000 if it exceeds $500,000,000, each within specified fiscal years after closing.
  • Third-party financing option: The company may replace all or part of the Term Loans with third-party debt and may also enter into an asset-based revolving credit facility of up to $50,000,000, which would not reduce the Term Loans.
  • Existing debt repayment: At closing, the company will repay in full and terminate its existing loan and security agreement with Innovatus Life Sciences Lending Fund I, L.P. and the other lenders party thereto.
  • Net working capital reference range: The closing consideration includes adjustments if estimated net working capital of the Business exceeds $156,117,000 or falls below $127,732,000.

Rockwell Medical's Acquisition of Vantive's Hemodialysis Business: Key Terms and Structure

According to the filing, Rockwell Medical, Inc. (NASDAQ:RMTI) entered into the Purchase Agreement with Vantive Limited, a company incorporated under the laws of Jersey, on November 2, 2026. The acquisition covers the development, manufacture, marketing, and sale of hemodialysis concentrates, water treatment systems and related technical services, hemodialysis monitors and related technical services and bloodlines, select hemodialysis price-per-treatment products, and hemodialysis monitor consumables. The filing states that Rockwell Medical will acquire the equity interests of Gambro Dasco S.p.A., an Italian joint stock company that owns and operates the Business's manufacturing facility in Medolla, Italy, and Vantive Korea Incorporated, a Korean corporation, as well as other assets held by Vantive and its subsidiaries in other countries.

The filing discloses that the closing consideration equals the base purchase price of $125,000,000, adjusted for estimated cash, net working capital relative to the reference range of $127,732,000 to $156,117,000, estimated indebtedness, and a potential revenue adjustment. The revenue adjustment applies only if audited net revenue of the Business for the fiscal year ended December 31, 2025 falls short of the unaudited figures provided to the company by 20% or more. The full closing consideration is to be paid in seller financing: $100,000,000 in Term Loans in two tranches of $50,000,000 each, and a $25,000,000 Convertible Note. Post-closing purchase price adjustments, if any, will be settled by increasing or reducing the principal of the Term Loans, with interest recalculated from closing, or in cash if the Term Loans have been repaid. The Convertible Note is not subject to purchase price adjustment.

The filing also describes earnout obligations of up to $45,000,000 in aggregate, consisting of EBITDA-based payments equal to 30% of pro forma EBITDA above $10,000,000 per year for up to eight full fiscal years (capped at $25,000,000 in total), plus two revenue-milestone payments of $10,000,000 each. The filing notes that the company "retains discretion to operate the Business and its other businesses after the Closing, subject to a covenant not to take actions with the primary purpose of reducing or avoiding the Earnout Payments." Before closing, Vantive is required to complete an internal reorganization to separate the Business from its retained businesses.

What Was Disclosed

Rockwell Medical disclosed the execution of a definitive agreement to acquire Vantive's in-center hemodialysis business in 35 jurisdictions for a $125,000,000 base price funded by seller financing, with potential earnout payments of up to $45,000,000 and options for third-party financing.