RCPIQ Rock Creek Pharmaceuticals Inc (CE)

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): April 10, 2015

 

Rock Creek Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware		000-15324		52-1402131
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

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)

 

Not Applicable

(Former name or former address, if changed since last report)

 

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 3.03.

Material Modification to Rights of Security Holders.

 

Rock Creek Pharmaceuticals, Inc. (the “Company”) filed on April 10, 2015, a Certificate of Amendment to its Tenth Amended and Restated Certificate of Incorporation, as amended, which will cause a one-for-twenty-five reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding common stock, par value $0.0001 per share (the “Common Stock”), on April 14, 2015 at 12:01 a.m. Eastern Time (such time on such date, the “Effective Time”).

 

As a result of the Reverse Stock Split, at the Effective Time, each twenty-five shares of Common Stock issued and outstanding immediately prior to the Effective Time will be automatically combined into and become one share of Common Stock. In instances where the Reverse Stock Split would result in a record holder holding a fraction of a share, in lieu of the fractional share, such record holder will receive a cash payment equal to the closing sales price of the Common Stock on April 14, 2015 multiplied by the fraction. Also, as a result of the Reverse Stock Split, at the Effective Time, the per share exercise price of, and the number of shares of Common Stock underlying, Company stock options, warrants and other derivative securities outstanding immediately prior to the Effective Time will be automatically proportionally adjusted, based on the one-for-twenty-five split ratio, in accordance with the terms of such options, warrants or other derivative securities, as the case may be.

 

Immediately after the Effective Time, the Company will have 314,900,000 shares of authorized stock, consisting of (i) 314,800,000 shares of authorized Common Stock, and (ii) 100,000 shares of authorized Preferred Stock. Immediately after giving effect to the Reverse Stock Split, the Company will have no shares of preferred stock outstanding and approximately 8,118,878 shares of Common Stock outstanding (without giving effect to rounding due to fractional shares). The Reverse Stock Split will not alter the par value of the Common Stock or modify any voting rights or other terms of the Common Stock.

 

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

As discussed in Item 5.07 below, at the annual meeting (the “Annual Meeting”) of stockholders of the Company held on April 10, 2015, the Company’s stockholders approved an amendment to the Company’s 2008 Incentive Award Plan (the “Plan”) to increase the number of shares available for issuance from 45,200,000 to 60,200,000 (the “Amendment”). The Amendment is also described in the Company’s Definitive Proxy Statement filed with the SEC on March 13, 2015 (the “Proxy Statement”) in the section entitled “Proposal 3: Approval of an Amendment to the 2008 Incentive Award Plan.” The Amendment to the Plan is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

 

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On April 10, 2015, the Company filed a Certificate of Amendment to the Tenth Amended and Restate Certificate of Incorporation, as amended, of the Company with the Secretary of State of the State of Delaware (the “Certificate of Amendment”) to be effective as of the Effective Time. The Certificate of Amendment, formally approved by the Company’s stockholders on April 10, 2015, as discussed under Item 5.07 below, effects the Reverse Stock Split. Information set forth in Item 3.03 of this Report regarding the Reverse Stock Split is incorporated herein by reference. The Certificate of Amendment is also described in the Company’s Proxy Statement in the section entitled “Proposal 2: Approval of an Amendment to the Tenth Amended and Restated Certificate of Incorporation, as Amended, to Effect a Reverse Stock Split.” The Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

 

On April 10, 2015, the Company held the Annual Meeting. The Company previously filed the Proxy Statement and related materials pertaining to the Annual Meeting with the SEC. On the record date of February 18, 2015, there were 199,252,154 shares of Common Stock outstanding and entitled to vote at the Annual Meeting.

 

Proposal 1: Election of Directors

 

Four nominees for the Board of Directors were elected to serve for one-year terms. The tabulation of votes was as follows:

 

Nominee		Votes For		Votes Withheld
Christopher C. Chapman		26,507,136		27,859,043
Michael John Mullan		51,420,440		2,945,739
Scott P. Sensenbrenner		51,040,495		3,325,684
Lee M. Canaan		51,396,420		2,969,759

 

  

Proposal 2: Approval of an Amendment to the Tenth Amended and Restated Certificate of Incorporation, as Amended, to Effect a Reverse Stock Split

 

The Company’s proposal to approve an amendment to the Company’s Tenth Amended and Restated Certificate of Incorporation, as amended, to effect the Reverse Stock Split, was approved as set forth below:

 

For	Against	Abstain
130,335,212	16,784,635	3,347,209

 

 

Proposal 3: Approval of an Amendment to the Company’s 2008 Incentive Award Plan

 

The Company’s proposal to approve an amendment to the Plan to increase the number of shares available for issuance from 45,200,000 to 60,200,000, was approved as set forth below:

 

For	Against	Abstain	Broker Non-Votes
38,946,815	14,110,152	1,309,212	96,100,877

 

 

Proposal 4: Ratification of the Appointment of Independent Auditor

 

The appointment of Cherry Bekaert LLP as the Company’s independent auditor to audit the Company’s 2015 financial statements was ratified as set forth below:

 

For	Against	Abstain
144,179,775	2,572,747	3,714,534

 

 

Proposal 5: Advisory Vote on Executive Compensation

 

An advisory resolution on the compensation of the Company’s named executive officers was ratified as set forth below:

 

For	Against	Abstain	Broker Non-Votes
45,528,252	8,943,611	2,894,316	96,100,877

 

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit No.

Description

3.1

Certificate of Amendment to the Tenth Amended and Restated Certificate of Incorporation, as Amended of Rock Creek Pharmaceuticals, Inc., effective as of April 14, 2015.

10.1

Amendment to the Third Amended and Restated Rock Creek Pharmaceuticals, Inc. 2008 Incentive Award Plan.

 

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 hereunto duly authorized.

 

	ROCK CREEK PHARMACEUTICALS, INC.
Date: April 13, 2015
	By:	/s/ Benjamin M. Dent
	Name: Benjamin M. Dent
	Title: Chief Financial Officer

 

 

Exhibit 3.1

 

CERTIFICATE OF AMENDMENT

TO THE

TENTH AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

ROCK CREEK PHARMACEUTICALS, INC.

 

Rock Creek Pharmaceuticals, Inc. (the “Corporation”), organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows:

 

1.                  The original name of the Corporation was Eye Technology, Inc. and the original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on June 24, 1985, and amended and restated on June 22, 1988, May 19, 1992, September 24, 2001, December 14, 2007, December 7, 2009, December 10, 2010, December 16, 2011, December 14, 2012, December 27, 2013, June 2, 2014, and November 25, 2014 (as amended, the “Original Certificate”).

 

2. This Certificate of Amendment to the Tenth Amended and Restated Certificate of Incorporation of the Corporation (this “Amendment”) further amends the Original Certificate. The amendment of the Original Certificate herein certified has been duly adopted by the stockholders of the Corporation and the Board of Directors of the Corporation in accordance with the provisions of Sections 228 and 242 of the DGCL.

 

3.  Article “FOURTH” of the Original Certificate shall be and is hereby amended by adding the following paragraphs to the end thereof:

 

 

 “Stock Split. Without regard to any other provision of this Restated Certificate of Incorporation, effective at 12:01 a.m., eastern time, on April 14, 2015 (the “Split Effective Time”), the shares of Common Stock issued and outstanding immediately prior to the Split Effective Time and the shares of Common Stock issued and held in the treasury of the Corporation immediately prior to the Split Effective Time are reclassified into a smaller number of shares such that each twenty-five (25) shares of issued Common Stock immediately prior to the Split Effective Time is reclassified into one (1) share of Common Stock. Notwithstanding the immediately preceding sentence, no fractional shares shall be issued and, in lieu thereof, upon surrender after the Split Effective Time of a certificate which formerly represented shares of Common Stock that were issued and outstanding immediately prior to the Split Effective Time, any person who would otherwise be entitled to a fractional share of Common Stock as a result of the reclassification, following the Split Effective Time, shall be entitled to receive a cash payment equal to the product of the closing sales price of the Common Stock on the Nasdaq Capital Market on April 14, 2015 and the amount of the fractional share.

 

Each stock certificate that, immediately prior to the Split Effective Time, represented shares of Common Stock that were issued and outstanding immediately prior to the Split Effective Time shall, from and after the Split Effective Time, automatically and without the necessity of presenting the same for exchange, represent the number of whole shares of Common Stock after the Split Effective Time into which the shares of Common Stock formerly represented by such certificate shall have been reclassified (as well as the right to receive cash in lieu of a fractional share of Common Stock), provided, however, that each person of record holding a certificate that represented shares of Common Stock that were issued and outstanding immediately prior to the Split Effective Time shall receive, upon surrender of such certificate, a new certificate evidencing and representing the number of whole shares of Common Stock after the Split Effective Time into which the shares of Common Stock formerly represented by such certificate shall have been reclassified.”

  

4. Except as specifically set forth herein, the remainder of the Original Certificate will not be amended, modified or otherwise altered.

[signature page follows]

 

 

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Tenth Amended and Restated Certificate of Incorporation to be executed by the undersigned duly authorized officer of the Corporation this 10th day of April, 2015.

 

	ROCK CREEK PHARMACEUTICALS, INC.
	By:	/s/ Michael J. Mullan
	Name:	Michael J. Mullan, MBBS (M.D.) Ph.D.
	Title:	Chief Executive Officer

 

 

Exhibit 10.1

 

AMENDMENT TO
THE THIRD AMENDED AND RESTATED
ROCK CREEK PHARMACEUTICALS, INC.

2008 INCENTIVE AWARD PLAN

 

THIS AMENDMENT TO THE THIRD AMENDED AND RESTATED ROCK CREEK PHARMACEUTICALS, INC. 2008 INCENTIVE AWARD PLAN (this “Amendment”) is made and adopted as of April 10, 2015 by Rock Creek Pharmaceuticals, Inc. (f/k/a Star Scientific, Inc.), a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Plan (as defined below).

 

WHEREAS, the Company maintains the Third Amended and Restated Rock Creek Pharmaceuticals, Inc. 2008 Incentive Award Plan, as amended (the “Plan”);

 

WHEREAS, pursuant to Section 14.1 of the Plan, the Plan may be amended by the Committee at any time and from time to time with the approval of the Board of Directors of the Company, provided that approval by the stockholders of the Company is required for any amendment to the Plan that increases the number of shares available under the Plan (other than certain adjustments under the Plan); and

 

WHEREAS, the Company desires to amend the Plan as set forth herein.

 

NOW, THEREFORE, BE IT RESOLVED, that, subject to approval by the stockholders of the Company, the Plan be and hereby is amended as follows:

 

1.                  Section 3.1(a) of the Plan is hereby amended by deleting the number “45,200,000” in clause (i) of such Section and substituting the number “60,200,000” in lieu thereof.

 

2.                  This Amendment shall be and is hereby incorporated in and forms a part of the Plan.

 

3.                  Except as set forth herein, the Plan shall remain in full force and effect.

 

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