Current Report Filing (8-k)
May 27 2015 - 05:02PM
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): May 20, 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)
Not Applicable
(Former name or former address, if changed
since last report) |
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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)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
| Item 1.01. | Entry into a Material Definitive Agreement. |
On May 20, 2015, Rock
Creek Pharmaceuticals, Inc. (the “Company”) entered into a Memorandum of Understanding Regarding Settlement (the “MOU”)
with Jonnie R. Williams (“Williams”) providing for the manner in which indemnification payments will be made by the
Company to law firms previously engaged by Mr. Williams. The MOU was entered into in furtherance of the settlement of the Company’s
securities class action litigation, which settlement was preliminarily approved on March 2, 2015, and will be presented to the
Court at a final approval hearing anticipated to be held on June 22, 2015.
In general, the
MOU addresses the manner in which the Company will satisfy Mr. Williams’ indemnification rights for reimbursement of
legal expenses incurred by Mr. Williams from the law firms of McGuire Woods LLP and Steptoe and Johnson LLP. The MOU provides
for the payment of such expenses by an aggregate up-front payment of $300,000 to the law firms on or before May 29, 2015,
plus subsequent payments of a total of $60,000 per month between the law firms to commence on August 1, 2015 (to be delayed
until ten days after the Company obtains additional financing in the event a financing transaction does not occur prior to
that time). The aggregate amount of payments to be made by the Company over an approximately two-year payment period under
the MOU will be $1.6 million to McGuireWoods LLP (against an invoiced amount of $1.93 million) and $437,000 to Steptoe and
Johnson LLP (against an invoiced amount of $629,897). The MOU also provides that certain discounts will be granted to the
Company in the event that the Company makes early payment of the balance of payments due under the MOU, as more particularly
set forth in the MOU. The MOU provides for customary releases and provides for the resolution of disputes under the MOU by
United States Magistrate Judge David J. Novak. If the Company fails to obtain funding by August, 15, 2015, the parties agree
to return to Judge Novak to enforce or restructure the payments under the MOU.
The foregoing summary
of the MOU is not complete and is subject to, and qualified in its entirety by, the text of the MOU, which is filed as Exhibit
10.1 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| 10.1 | Memorandum of Understanding
Regarding Settlement dated May 20, 2015 by and among Rock Creek Pharmaceuticals, Inc., Jonnie Williams, McGuireWoods LLP, and
Steptoe and Johnson LLP |
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: May 27, 2015
Exhibit 10.1
IN
THE UNITED STATES DISTRICT COURT
FOR THE EASTERN DISTRICT OF VIRGINIA
Richmond Division
IN RE: STAR SCIENTIFIC, INC. |
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SECURITIES LITIGATION |
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Master File No. 3:13cv183
(JAG) |
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MEMORANDUM OF UNDERSTANDING REGARDING
SETTLEMENT
Defendant Rock Creek Pharmaceuticals, Inc.
(“Rock Creek”) and Defendant Jonnie Williams (“Williams”) have reached an agreement as to the indemnification
issues pertaining to the representation of Williams by McGuireWoods LLP and Steptoe and Johnson LLP as follows:
As to McGuireWoods LLP
| 1. | Rock Creek shall pay McGuireWoods a sum of $300,000 no later than May 29, 2015; |
| 2. | Rock Creek shall pay McGuireWoods a monthly sum of $45,000 as to McGuireWoods’ claimed outstanding invoices totaling
$1,930,974, until the total amount paid under this agreement reaches $1.6 million (to include the initial payment of $300,000)
beginning not later than either August 1, 2015, or ten days after Rock Creek obtains additional investor financing, whichever date
is later. If Rock Creek fails to obtain additional investor financing by August, 15, 2015, the parties agree to return to United
States Magistrate Judge David J. Novak to enforce or restructure this agreement. |
| 3. | As an inducement for early payment by Rock Creek, in addition to the $300,000 payment
due by May 29, 2015, Williams agrees to forego any remaining balance as to the amount owed to McGuireWoods LLP if Rock
Creek makes either of the following payments: |
| a. | By December 1, 2015: additional payment of $900,000 (inclusive of the monthly payments of $45,000
but not including the $300,000 initial payment on May 29, 2015); or |
| b. | By June 1, 2016: additional payment of $1.1 million (inclusive of the monthly payments of $45,000
but not including the $300,000 initial payment on May 29, 2015). |
As
to Steptoe and Johnson LLP
| 4. | Rock Creek shall pay Steptoe and Johnson LLP a monthly sum of $15,000, as to Steptoe & Johnson’s
claimed outstanding invoices totaling $629,897, until the total amount paid under this agreement reaches $437,000, beginning not
later than either August 1, 2015, or ten days after Rock Creek obtains additional investor financing, whichever date is later.
If Rock Creek fails to obtain additional investor financing by August, 15, 2015, the parties agree to return to United States Magistrate
Judge David J. Novak to restructure this agreement. |
| 5. | As an inducement for early payment by Rock Creek, Williams agrees to forego any remaining balance
as to the amount owed to Steptoe and Johnson LLP if Rock Creek makes either of the following payments: |
| a. | By December 1, 2015: total payment of $327,750 (inclusive of the monthly payments of $15,000);
or |
| b. | By June 1, 2016: total payment of $382,375(inclusive of the monthly payments
of $15,000) . |
As
to Both McGuireWoods LLP and Steptoe and Johnson LLP
| 6. | Upon full payment of the funds to McGuireWoods and Steptoe and Johnson LLP under the terms set
forth above, Williams shall provide Rock Creek with a full release as to any indemnification issues connected to Williams’
representation by McGuireWoods LLP and Steptoe and Johnson LLP. Such release shall only become effective on the ninety-first calendar
day (the “Release Effective Date”) after the last irrevocable payment set forth above with no voluntary or involuntary
bankruptcy petition having been filed by or against Rock Creek on or before the Release Effective Date. |
| 7. | In the event of a breach of this agreement, Williams shall retain the right to claim what he
and McGuireWoods and Steptoe and Johnson contend are the full amounts of the outstanding invoices less the actual amounts paid
under this agreement. Rock Creek does not waive its rights to contest or dispute what Williams or McGuireWoods and Steptoe and
Johnson contend are the full amounts of the outstanding invoices; |
| 8. | Any disputes arising under this Agreement shall be submitted to U.S. Magistrate Judge David J.
Novak for binding arbitration, with the prevailing party awarded its costs to include reasonable attorneys’ fees; |
| 9. | The parties shall ensure that any Stipulation of Dismissal filed in this case shall explicitly
provide that the Court shall retain jurisdiction to enforce the terms of this Agreement and any arbitration award resulting from
the procedure in Paragraph 3 in accordance with Kokkonen v. Guardian Life Insurance Co. of America, 511 U.S. 375 (1994). |
Seen and Agreed: |
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For Defendant Rock Creek: |
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/s/ Lee Canaan |
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/s/ Benjamin M. Dent |
Lee Canaan |
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Benjamin M. Dent |
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/s/ Curt Creely |
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/s/ Chris Griffin |
Curt Creely, Esquire |
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Chris Griffin, Esquire |
Counsel for Rock Creek |
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Counsel for Rock Creek |
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For Defendant Williams and McGuireWoods: |
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/s/ Warren Zirkle |
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Warren Zirkle, Esquire |
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Counsel for Williams/McGuireWoods |
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For Defendant Williams and Steptoe and Johnson LLP: |
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/s/ Erik Kitchen |
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Erik Kitchen, Esquire |
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Counsel for Williams/Steptoe and Johnson LP |
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