Additional Proxy Soliciting Materials (definitive) (defa14a)
July 08 2016 - 6:06AM
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): July 7, 2016
ROCK CREEK PHARMACEUTICALS, INC.
(Exact name of registrant as specified
in its charter)
Delaware
(State or other jurisdiction of incorporation)
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000-15324
(Commission File Number)
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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)
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:
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¨
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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x
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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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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¨
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On July 7, 2016, Rock Creek Pharmaceuticals,
Inc. (the “Company”) entered into an Interim Note Agreement with Hudson Bay Master Fund Ltd. (“Hudson Bay”),
a holder of a Senior Secured Convertible Notes in the original principal amount of $13 million issued by the Company in a private
placement on October 15, 2015 (the “Hudson Bay Note”). On July 7, 2016, the Company also entered into an Interim Note
Agreement with Alto Opportunity Master Fund, SPC (“Alto”), which acquired from the Company a Senior Secured Convertible
Note in the original principal amount of $7.0 million also on October 15, 2015 (the “Alto Note”, and together with
the Hudson Note, the “Notes”).
Under the Hudson Bay Interim Note Agreement,
Hudson Bay agreed that, during the period through August 12, 2016, or such sooner date on which the Company holds its 2016 annual
stockholder meeting (the “Interim Period”), Hudson Bay will refrain from selling shares of the Company’s common
stock at a price less than $.02 per share (subject to adjustment for stock splits, reverse stock splits, and the like) on which
the aggregate composite daily dollar trading volume of the Company’s common stock fails to be at least $225,000, and Hudson
Bay will refrain from selling on any trading day an amount of Company common stock equal to more than 30% of the aggregate composite
daily trading volume of the Company’s common stock. Under the Alto Interim Note Agreement, Alto agreed that, during the Interim
Period, Alto will refrain from selling shares of the Company’s common stock at a price less than $.02 per share (subject
to adjustment for stock splits, reverse stock splits, and the like) on which the aggregate composite daily dollar trading volume
of the Company’s common stock fails to be at least $225,000, and Alto will refrain from selling on any trading day an amount
of Company common stock equal to more than 20% of the aggregate composite daily trading volume of the Company’s common stock.
Under both Interim Note Agreements, the
Company has agreed that it will call its annual stockholder meeting for a date no later than August 12, 2016 and will propose and
recommend to its stockholders at the meeting a reverse stock split with a range of values of up to a reverse split of one-for-200
shares, with the final value to be determined by the Board of Directors of the Company after the vote.
In connection with the Hudson Bay Interim
Note Agreement, the Company issued 8,515,000 shares of common stock to Hudson Bay as conversion shares toward the payment of the
Company’s July amortization payment under the Hudson Bay Note. In connection with the Alto Interim Note Agreement, the Company
issued 8,315,000 shares of common stock to Alto as conversion shares toward the payment of the Company’s July amortization
payment under the Alto Note. After giving effect to the issuance of these conversion shares to Hudson Bay and Alto, as of July
7, 2016, the Company had approximately 170,444,758 shares of common stock outstanding, and the remaining outstanding principal
balance of the Notes was approximately $15.1 million in the aggregate.
Under the Hudson Bay Interim Note Agreement,
Hudson Bay agreed to consent to the release to the Company of an aggregate of $300,000 from the deposit control account that secures
the repayment of the Hudson Bay Note on July 25, 2016 subject to compliance with various equity conditions. Under the Alto Interim
Note Agreement, Alto agreed to consent to the release to the Company of an aggregate of $200,000 from the deposit control account
that secures the repayment of the Alto Note on July 25, 2016 subject to compliance with various equity conditions. As of July 7,
2016, an aggregate of approximately $10.88 million remains in the Company’s deposit control accounts before giving effect
to the anticipated July 25 release.
The foregoing does not purport to be a complete
description of the Interim Note Agreements and is qualified in its entirety by reference to the full text of the Interim Note Agreements,
a form of which is attached as Exhibit 10.1 to this Form 8-K and is incorporated by reference herein.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
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10.1
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Form of Interim Note Agreement, dated July 7, 2016.
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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:
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/s/ Michael J. Mullan
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Michael J. Mullan
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Chairman of the Board and Chief Executive Officer
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Date: July 8, 2016
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