Current Report Filing (8-k)
February 25 2015 - 06:07AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): February 19, 2015
ROCK CREEK PHARMACEUTICALS, INC.
(Exact name of registrant as specified
in its charter)
Delaware
(State or other jurisdiction of incorporation) |
000-15324
(Commission File Number) |
52-1402131
(IRS Employer Identification No.) |
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2040 Whitfield Avenue, Suite 300
Sarasota, Florida 34243
(Address of principal executive offices,
including zip code)
844-727-0727
(Registrant’s telephone number,
including area code) |
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Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events.
On February 19, 2015, Rock Creek Pharmaceuticals,
Inc. (the “Company”) became aware of a complaint filed on February 18, 2015, in New York Supreme Court for New York
County in which the Company and its Chief Executive Officer, Dr. Michael J. Mullan, are named as a defendants. The complaint
was filed by Iroquois Master Fund, Ltd. and American Capital Management, LLC, who were investors in a private placement of the
Company’s securities completed in March 2014 (the “Private Placement Transaction”). The complaint also
names as a defendant John J. McKeon, a shareholder of the Company.
Iroquois and American
Capital are seeking $4.2 million, in the aggregate, in damages or, alternatively, rescission of the Private Placement Transaction,
premised on allegations that the Company entered into a “sham” loan agreement with Mr. McKeon to provide the Company
with a $5.8 million line of credit in order to fraudulently induce Iroquois and American Capital to acquire the Company’s
securities. The Company had not, to the Company’s knowledge, yet been served with the complaint as of February 24,
2015. Although the Company believes that the material allegations are without merit and intends to vigorously defend the
litigation, no assurances can be given with respect to the outcome of the litigation.
SIGNATURE
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
hereunto duly authorized.
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ROCK CREEK PHARMACEUTICALS, INC. |
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By: |
/s/ Michael J. Mullan |
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Michael J. Mullan |
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Chairman of the Board and Chief Executive Officer |
Date: February 24, 2015
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