Current Report Filing (8-k)
June 15 2015 - 05:23PM
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): June 15, 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)
(804) 527-1970
(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.
Rock Creek Pharmaceuticals, Inc. (the “Company”)
is filing this Current Report on Form 8-K to provide an update on information previously disclosed in the Company’s Form
10-Q filed on May 12, 2015 and the Form 10-K filed on March 12, 2015:
Dispute with John J. McKeon
The Company continues to reserve its rights
to enforce the loan facility that it entered into with John J. McKeon in March 2014.
As previously disclosed, on March 12, 2014,
the Company entered into a loan facility with John J. McKeon under which he agreed to lend to the Company up to $5.8 million upon
specified conditions. The loan facility was amended in August 2014 to, among other things, extend the term of the loan facility
and modify the borrowing conditions.
As also previously disclosed, in December
2014, following discussions between the Company and Mr. McKeon regarding the Company’s liquidity needs, Mr. McKeon made an
advance to the Company in the amount of $350,000 (the “Advance”) which the Company believed was being made under the
loan facility. At such time, Mr. McKeon expressed a desire that the loan agreement relating to the loan facility (the “Loan
Agreement”) be amended to, among other things, decrease the conversion price of loans made under the Loan Agreement, including
the conversion price of the Advance. The Company agreed to take such request under consideration, but no amendment was ultimately
agreed upon. Mr. McKeon thereafter informally indicated to the Company that no further advances would be available under the Loan
Agreement in the absence of an amendment. As previously disclosed by the Company, the Company requested a written confirmation
from Mr. McKeon that no additional advances will be made under the current Loan Agreement, or, in the alternative, that Mr. McKeon
honor a borrowing request made on January 27, 2015. Mr. McKeon never responded to that written communication.
As an update to the foregoing, based on
informal communications from Mr. McKeon in June 2015, the Company believes that if Company takes action to enforce the loan facility
against Mr. McKeon, Mr. McKeon may assert claims against the Company relating to the Advance and relating to other investments
made by Mr. McKeon in the Company. During the June 2015 communications, Mr. McKeon informed that Company that he may have claims
against the Company relating to the loan facility and the Advance, as well as the investment made by Mr. McKeon in the Company’s
August 2014 private placement. However, Mr. McKeon has refused to provide details regarding the nature of the alleged claims and
whether he intends to assert them in a legal action. The Company believes that the loan facility has remained in effect at all
times notwithstanding Mr. McKeon’s refusal to make advances
thereunder. The Company has reserved all of its rights to enforce the loan facility but has not filed an action against Mr. McKeon
at this time.
Potential Employment Agreement Severance Claim by Jonnie
R. Williams
The Company has previously disclosed that
on March 25, 2015, the Company received an email from an attorney representing Jonnie R. Williams, a former director of the Company
and the Company’s former Chief Executive Officer, stating that Mr. Williams is contractually entitled to severance compensation.
At that time, the Company disclosed that it was not aware of the claimed legal or contractual basis for Mr. Williams’ severance
claim.
On June 11, 2015, the Company was informed
that Mr. Williams plans to file an arbitration action against the Company under his employment agreement to assert his alleged
contractual severance entitlement. Mr. Williams alleges that the election of the Company’s
Board of Directors at the Company’s December 2013 annual
stockholder meeting triggered a provision of his employment agreement that provides for severance in the amount of $2.5 million.
However, the Company disagrees that such stockholder meeting triggered the severance entitlement and that Mr. Williams voluntarily
resigned from his employment with the Company in August 2014 without any contractual right to severance compensation.
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 Chairman of the Board and Chief Executive Officer |
Date:
June 15, 2015
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