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 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.) |
|
|
|
|
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 8.01. Other Events.
On June 19, 2015, Rock Creek Pharmaceuticals,
Inc. (the “Company”) closed its previously announced $3.7 million registered direct offering consisting of 1,644,500
shares of common stock (the “Shares”) and warrants to purchase up to 1,233,375 shares of common stock (the “Warrants”).
In connection with the offering, the Company entered into a Securities Purchase Agreement with five institutional investors, dated
June 16, 2015. The Shares and Warrants were sold in units, each of which is comprised of one Share and 0.75 Warrants to acquire
one share of common stock. The purchase price per unit in the offering was $2.25.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits
Exhibit No. |
Description |
|
|
99.1 |
Press Release, dated June 19, 2015 |
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.
|
ROCK CREEK PHARMACEUTICALS, INC. |
|
|
|
|
|
By: |
/s/ Michael J. Mullan |
|
|
Michael J. Mullan Chairman of the Board and Chief Executive Officer |
Date:
June 19, 2015
Exhibit 99.1
Rock Creek Pharmaceuticals Announces
Closing of Registered Direct Offering
Sarasota, FL, June 19, 2015 - Rock Creek Pharmaceuticals,
Inc. (NASDAQ: RCPI) (Rock Creek), a drug development company focused on chronic inflammatory disorders, announced that today it
has closed its previously announced $3.7 million registered direct offering of 1,644,500 shares of common stock and warrants to
purchase up to 1,233,375 shares of common stock. The shares and warrants were sold in units, each of which is comprised of one
share and 0.75 warrants to purchase one share of common stock. The purchase price per unit in the offering was $2.25. The warrants
are exercisable six months following the date of issuance and will expire on the fifth anniversary of the initial date that the
warrants become exercisable. The warrants will have an exercise price of $2.83.
Maxim Group LLC acted as the sole placement agent for the offering.
Rock Creek intends to use the net proceeds from the offering
for clinical development activities, working capital, and general corporate purposes.
The securities described above were offered by the Company pursuant
to a shelf registration statement on Form S-3 (Registration No. 333-200964), which was declared effective on February 6, 2015
by the Securities and Exchange Commission (SEC). A final prospectus supplement and the accompanying
prospectus relating to the offering have been filed with the SEC and are available on the SEC’s website at http://www.sec.gov
or from the offices of Maxim Group LLC, 405 Lexington Avenue, 2nd Floor, New York, NY 10174, by requesting via telephone
at (212) 895-3745 .
This news release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Rock Creek Pharmaceuticals, Inc.:
Rock Creek Pharmaceuticals, Inc. is an emerging drug development
company focused on the discovery, development and commercialization of new drugs, formulations and compounds that provide therapies
for chronic inflammatory disease, neurologic disorders and behavioral health. For more information, visit: http://www.rockcreekpharmaceuticals.com
Cautionary Note Regarding Forward-Looking Statements: This
press release contains forward-looking information, including all statements that are not statements of historical fact regarding
the intent, belief or current expectations of Rock Creek Pharmaceuticals, Inc., its directors or its officers with respect to the
contents of this press release. The words “may,” “would,” “will,” “expect,” “estimate,”
“anticipate,” “believe,” “intend” and similar expressions and variations thereof are intended
to identify forward-looking statements. We cannot guarantee future results, levels of activity or performance. You should not place
undue reliance on these forward-looking statements, which speak only as of the date that they were made. These cautionary statements
should be considered with any written or oral forward-looking statements that we may issue in the future. Except as required by
applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements
to conform these statements to reflect actual results, later events or circumstances, or to reflect the occurrence of unanticipated
events. You should carefully review and consider the various disclosures made by us in our annual report on Form 10-K for the fiscal
year ended December 31, 2014, filed on March 15, 2015, including the section entitled “Risk Factors,” and our other
reports filed with the U.S. Securities and Exchange Commission which attempt to advise interested parties of the risks and factors
that may affect our business, financial condition, results of operation and cash flows. If one or more of these risks or uncertainties
materialize, or if the underlying assumptions prove incorrect, our actual results may vary materially from those expected or projected.
CONTACT:
Ted Jenkins
Vice President, Corporate Strategy, Development, Investor Relations
Rock Creek Pharmaceuticals
2040 Whitfield Avenue, Suite 300
Sarasota, FL 34243
Direct: 941-251-0488
tjenkins@rockcreekpharmaceuticals.com
Stephanie Carrington
Investors
Integrated Corporate Relations, Inc. (ICR): Redefining Strategic
Communications
685 Third Avenue, 2nd Floor,
New York, NY 10017
(646) 277-1282
stephanie.carrington@icrinc.com
Rock Creek Pharmaceuticals (CE) (USOTC:RCPIQ)
Historical Stock Chart
From Feb 2024 to Mar 2024
Rock Creek Pharmaceuticals (CE) (USOTC:RCPIQ)
Historical Stock Chart
From Mar 2023 to Mar 2024