Current Report Filing (8-k)
31 3월 2016 - 9:58PM
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): March 30, 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)
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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:
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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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¨
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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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¨
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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.
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Entry Into a Material Definitive Agreement.
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On March 30, 2016, Rock Creek
Pharmaceuticals, Inc. (the “
Company
”) entered into a Securities Purchase Agreement (the “
Purchase
Agreement
”) with six accredited investors (each, an “
Investor
” and collectively, the
“
Investors
”), pursuant to which the Company issued and sold to such Investors in a private placement a
total of 1,428,570 shares of the Company’s common stock, par value $0.0001 per share (“
Common
Stock
”), at a purchase price of $0.35 per share, and warrants to purchase up to a total of 2,857,140 shares of
Common Stock (the “
Warrants
”). The Warrants, which have an exercise price of $1.12 per share, are
generally exercisable beginning on the issue date and expire on the seventh anniversary of the issue date. An aggregate of
$500,000 was raised in the private placement.
The foregoing description of the Purchase
Agreement and the Warrants is not complete and is qualified in its entirety by reference to the Purchase Agreement and the form
of Warrant, copies of which are filed as Exhibit 10.1 and Exhibit 4.1 hereto, respectively, and are incorporated herein by
reference.
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Item 3.02.
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Unregistered Sales of Equity Securities.
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Reference is made to the disclosure set
forth under Item 1.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.
The issuance and sale of the shares of Common
Stock and the Warrants to the Investors under the Purchase Agreement are exempt from the registration requirements of the Securities
Act of 1933, as amended (the “
Securities Act
”), pursuant to the exemption for transactions by an issuer not
involving any public offering under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated under the Securities
Act (“
Regulation D
”). The Company made this determination based on the representations of each of the Investors
that such Investor is an “accredited investor” within the meaning of Rule 501 of Regulation D and has access to information
about the Company and its investment in the Company.
This Current Report on Form 8-K is neither
an offer to sell nor the solicitation of an offer to buy any securities. The securities referred to herein have not been registered
under the Securities Act and may not be offered or sold in the United States absent registration or an exemption from registration
under the Securities Act.
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Item 9.01
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Financial
Statements and Exhibits.
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Exhibit No.
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Description
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4.1
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Form of Common Stock Purchase Warrant, dated March 30, 2016, issued by Rock Creek Pharmaceuticals, Inc. to Investors under the Securities Purchase Agreement dated March 30, 2016.
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10.1
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Form of Securities Purchase Agreement, dated March 30, 2016, among Rock Creek Pharmaceuticals, Inc. and the Investor(s) a party thereto.
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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: March 30, 2016
Rock Creek Pharmaceuticals (CE) (USOTC:RCPIQ)
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