Attached files

file filename
EX-10.3 - EXHIBIT 10.3 - ROCK CREEK PHARMACEUTICALS, INC.v387065_ex10-3.htm
EX-31.1 - EXHIBIT 31.1 - ROCK CREEK PHARMACEUTICALS, INC.v387065_ex31-1.htm
EX-31.2 - EXHIBIT 31.2 - ROCK CREEK PHARMACEUTICALS, INC.v387065_ex31-2.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 10-Q/A

Amendment No. 1

 

 

 

 (Mark One)

 

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934
   
  For the quarterly period ended June 30, 2014
   
  Or
   
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
  For the transition period from ____________ to ____________

 

Commission File Number: 0-15324

 

 

  

ROCK CREEK PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

 

 

  

Delaware 52-1402131
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
   
2040 Whitfield Ave., Suite 300, Sarasota, Florida 34243 (804) 527-1970
(Address of principal executive offices, including zip code) (Registrant’s telephone number, including area code)
   
Star Scientific, Inc., 4470 Cox Road, Suite 110, Glen Allen, Virginia 23060
(Former name, former address and former fiscal year, if changed since last report)

  

 

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ   No ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ   No ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ¨ Accelerated filer  þ Non-accelerated filer  ¨

Smaller reporting company  ¨

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes  ¨ No  þ

 

As of August 5, 2014, 182,372,235 shares of the registrant’s common stock, par value $0.0001 per share, were outstanding.

 

 
 

 

EXPLANATORY NOTE

 

Rock Creek Pharmaceuticals, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (this “Amendment”) to amend the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 (the “Form 10-Q”). This Amendment is being filed (i) to file Exhibit 10.3, which was inadvertently omitted from the Form 10-Q, and (ii) to remove the language in the Exhibit Index (in Item 6 of the Form 10-Q) indicating that Exhibit 10.3 had been previously filed and was incorporated by reference.

 

In addition, in connection with the filing of this Amendment, the Company is including new certifications of the Company’s Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended. No other changes have been made to the Form 10-Q. This Amendment speaks as of the original filing date of the Form 10-Q, does not reflect any events that may have occurred subsequent to the original filing date, and does not modify or update in any way the disclosures contained in the original Form 10-Q.

 

 
 

 

Item 6.     Exhibits

 

(a) Exhibits

 

Number   Description
  3.1   Tenth Amended and Restated Certificate of Incorporation, effective as of June 4, 2014 (Incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on June 4, 2014).
  3.2   By-Laws of Rock Creek Pharmaceuticals, Inc., effective as of June 4, 2014 (Incorporated herein by reference to Exhibit 3.2 to the Current Report on Form 8-K filed on June 4, 2014).
  4.1   Specimen Common Stock Certificate (Incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on June 4, 2014).
10.1   Agreement, dated April 30, 2014, between Star Scientific, Inc. and Robert E. Pokusa (Incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on May 2, 2014).
10.2   Separation and Consulting Agreement, dated May 19, 2014, between Star Scientific, Inc. and Paul L. Perito (Incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on May 23, 2014).
10.3   Agreement, dated June 20, 2014, between Rock Creek Pharmaceuticals, Inc. and David M. Dean.
10.4   Lease Agreement dated March 1, 2014 between Roskamp Institute and Star Scientific, Inc. now know as Rock Creek Pharmaceuticals, Inc.*
10.5   Form of Securities Purchase and Registration Right agreement dated August 8, 2014 between Rock Creek Pharmaceuticals, Inc. and Investor.*
10.6   Amendment No. 1 to Loan Agreement dated August 8, 2014 between John Joseph McKeon and Rock Creek Pharmaceuticals, Inc. (f/k/a Star Scientific, Inc.)*
10.7   Loan Agreement dated August 8, 2014 between Feehan Partners, LP and Rock Creek Pharmaceuticals, Inc.*
31.1   Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2   Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1   Certification of the Chief Executive Officer pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002(1)*
32.2   Certification of the Chief Financial Officer pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002(1)*

 

EX-101.INS   XBRL Instance Document*
EX-101.SCH   XBRL Taxonomy Extension Schema*
EX-101.CAL   XBRL Taxonomy Extension Calculation Linkbase*
EX-101.DEF   XBRL Taxonomy Extension Definition Linkbase*
EX-101.LAB   XBRL Taxonomy Extension Label Linkbase*
EX-101.PRE   XBRL Taxonomy Extension Presentation Linkbase*

 

 

 

*Filed with original Form 10-Q on August 11, 2014.

  

(1) This certificate is being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350 and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

  

 
 

 

SIGNATURES

 

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 thereunto duly authorized.

 

  ROCK CREEK PHARMACEUTICALS, INC.  
     
Date: August 18, 2014 /s/  Park A. Dodd, III  
  Park A. Dodd, III
Authorized Signatory and
 
  Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)