SARASOTA, Fla., April 21, 2015 /PRNewswire/ -- Rock Creek
Pharmaceuticals, Inc., (NASDAQ: RCPI), a drug development company
focused on the treatment of chronic inflammatory disorders,
announced that the Company has made a key independent appointment
to the Company's Board of Directors with the recent election of Dr.
Sunitha Chundru Samuel as a new
director.
Michael Mullan, MBBS, PhD,
Chairman and CEO of Rock Creek Pharmaceuticals, said, "Dr. Samuel's
experience in advancing biotechnology products to market will be
invaluable as Rock Creek Pharmaceuticals continues to advance its
clinical stage drug candidates through human clinical trials. We
are delighted that she has accepted a position on the board."
Dr. Samuel has been the Chief Executive Officer of Sierra
Molecular Corporation, a privately-held pharmaceutical development
company, since 2009, where Dr. Samuel also serves on its board of
directors. In 2004, she co-founded Cambridge Devices, Inc., a
company focused on developing technologies to capture, process and
analyze tissue identification test information. After she completed
a Bachelors of Science in Biology from Villanova
University, Dr. Samuel received her medical degree from the
State University of New York School of
Medicine with Honors in Medicine, Psychiatry, Neurology and
Radiology. Subsequently, Dr. Samuel received an M.B.A. from The
Harvard Business School.
Notice of Settlement of Stockholder Derivative Litigation
Separately, the Company announced that on March 31, 2015, the United States District Court
for the Eastern District of Virginia entered an order (the "Order")
preliminarily approving a Stipulation and Agreement of Compromise,
Settlement and Release (the "Stipulation") relating to the
settlement of two stockholder derivative lawsuits, one pending in
that court and the other pending in the Circuit Court for the City
of Richmond. Pursuant to the Order, a hearing to determine
whether the court should enter an order of final approval of the
Stipulation has been scheduled for July 10,
2015, at 10 a.m., Eastern
Time, before the Honorable Anthony J. Trenga, at the United
States District Court for the Eastern District of Virginia, Alexandria Division, Albert V. Bryan
U.S. Courthouse, 401 Courthouse Square, Alexandria, VA 22314. A copy of the
Stipulation was filed by the Company on a Form 8-K filed with the
Securities and Exchange Commission on April
20, 2015, and the Form 8-K can be viewed on the SEC's
website at www.sec.gov or the Company's website at
www.rockcreekpharmaceuticals.com. Attached to this press
release (below) is a copy of a Notice of Settlement of Stockholder
Derivative Litigation, dated as of March 31,
2015.
About Anatabine Citrate:
Rock Creek Pharmaceuticals' Anatabine Citrate is a small
molecule, cholinergic agonist which exhibits anti-inflammatory
pharmacological characteristics, distinct from other
anti-inflammatory drugs available such as biologics, steroids and
non-steroidal anti-inflammatories. The Company has sponsored
extensive pre-clinical (in vitro and in vivo) studies resulting in
peer reviewed and published scientific journal articles, covering
models of Multiple Sclerosis, Alzheimer's Disease, and Auto-Immune
Thyroiditis. All these studies demonstrated the anti-inflammatory
effects of anatabine. In addition, the Company's compilation of
human exposure, safety and tolerability data, derived primarily
from human clinical studies and post-marketing data collection of
the previously marketed nutraceutical product, has provided
important insights for clinical development.
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
Forward Looking Statements:
Certain statements contained in this release constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Such statements include,
but are not limited to statements identified by words such as
"believes," "expects," "anticipates," "estimates," "intends,"
"plans," "targets," "projects" and similar expressions. The
statements in this release are based upon the current beliefs and
expectations of our company's management and are subject to
significant risks and uncertainties. Actual results may differ from
those set forth in the forward-looking statements. Numerous factors
could cause or contribute to such differences, including, but not
limited to, failure to obtain sufficient capital resources to fund
our development program and operations, results of clinical trials
and/or other studies, the challenges inherent in new product
development initiatives, including the continued development and
approval of anti-inflammatory drug candidates, the effect of any
competitive products, our ability to license and protect our
intellectual property, our ability to raise additional capital in
the future that is necessary to maintain our business, changes in
government policy and/or regulation, potential litigation by or
against us, any governmental review of our products or practices,
pending litigation matters, as well as other risks discussed from
time to time in our filings with the Securities and Exchange
Commission, including, without limitation, our annual report on
Form 10-K for the fiscal year ended December
31, 2014 filed on March 12,
2015. We undertake no duty to update any forward-looking
statement or any information contained in this press release or in
other public disclosures at any time.
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
Exhibit A: NOTICE OF SETTLEMENT OF STOCKHOLDER
DERIVATIVE LITIGATION
TO: ALL PERSONS WHO OWN SHARES OF Rock Creek
Pharmaceuticals, Inc. ("COMPANY") COMMON STOCK AS OF JANUARY 27, 2015 AND CONTINUE TO OWN SUCH SHARES
("COMPANY STOCKHOLDERS"):
THIS NOTICE IS GIVEN pursuant to an Order of the United States
District Court for the United States District Court for the Eastern
District of Virginia (the
"Court"), to inform you of a proposed stipulated settlement (the
"Settlement") in the above-captioned derivative actions (the
"Actions"). The Actions involve breach of fiduciary and other
claims, brought derivatively on behalf of the Company, against
certain of its current and former directors and officers, including
claims for breaches of fiduciary duty in connection with the
Company's alleged false statements and misrepresentations
concerning the benefits of, and market potential, for the Company's
product Anatabloc®, including purported claims that Johns Hopkins University School of Medicine was
conducting major studies of (and would make favorable findings
concerning) the product, alleged concealed private placements and
related-party transactions, certain alleged government
investigations of the Company, an alleged December 2013 warning letter from the U.S. Food
and Drug Administration, and certain alleged compensation packages
awarded the Company's former directors and/or employees.
YOU ARE HEREBY NOTIFIED THAT, a hearing will be held on
July 10, 2015, at 10 a.m., Eastern Time, before the Honorable
Anthony J. Trenga, at the United States District Court for the
Eastern District of Virginia,
Alexandria Division, Albert V. Bryan U.S. Courthouse, 401
Courthouse Square, Alexandria, VA
22314, for the purpose of determining whether the Settlement should
be approved as fair, reasonable and adequate, and to consider other
matters, including Plaintiffs' counsel's application for an award
of attorneys' fees and expenses and whether a final judgment
dismissing the Action should be entered. Because this is a
stockholder derivative action brought for the benefit of Rock Creek
Pharmaceuticals, Inc., no individual Company stockholder has the
right to receive any individual compensation as a result of the
settlement of this action. In accordance with the
terms of the Settlement, and in consideration for certain broad
releases, the Company has agreed to implement certain
corporate-governance reforms, including, but not limited to, the
creation of a new board-level committee to review and oversee the
Company's legal, regulatory, compliance, and government affairs
functions; modifications to the charter of the Company's Audit
Committee to strengthen the committee's oversight of the Company's
disclosures and risk management process; modifications to the
charter of the Company's Compensation Committee; creation of
Corporate Governance Guidelines, which will provide for, among
other things, the election of a lead independent director, director
term limits, and continuing education for directors; the
constitution of a new Governance and Nominating Committee to
replace the existing Nominating Committee to monitor the Company's
corporate governance guidelines; creation of the position of
Compliance Officer who will be tasked with oversight and
administration of the Company's corporate governance policies; and
changes to the Company's Corporate Code of Business Conduct and
Ethics.
IF YOU ARE AN OWNER OF COMPANY COMMON STOCK, YOUR RIGHTS MAY
BE AFFECTED BY THE SETTLEMENT. This notice contains only a
summary of the Action and the terms of the Settlement. If you
are a current Company Stockholder, you may obtain a copy the
Stipulation of Settlement, by visiting the website
www.RockCreekPharmaceuticals.com. Should you have any other
questions regarding the proposed Settlement or the Action, please
contact:
Federal Co-Lead
Counsel:
|
HARWOOD FEFFER
LLP
Matthew M.
Houston
Samuel K.
Rosen
Benjamin I.
Sachs-Michaels
488 Madison
Avenue
New York, New York
10022
|
|
LIFSHITZ LAW
FIRM
Joshua M.
Lifshitz
821 Franklin
Avenue
Suite 209
Garden City, New York
11530
|
|
|
State Lead
Counsel:
|
KAHN SWICK &
FOTI, LLC
Melinda A.
Nicholson
Michael J.
Palestina
206 Covington
Street
Madisonville,
LA 70447
|
Any objection to the Settlement or to Plaintiffs' application
for an award of attorneys' fees and expenses must be filed with the
Clerk of the Court (Honorable Anthony J. Trenga, United States
District Court for the Eastern District of Virginia, Alexandria Division, Albert V. Bryan
U.S. Courthouse, 401 Courthouse Square, Alexandria, VA 22314) in this case numbered
1:13-CV-550, no later than June 19,
2015 and served by hand or first class mail (postage
prepaid) for delivery by the same date on Plaintiffs' Counsel (at
the address listed above) and on counsel for Defendants (at the
address listed below):
Counsel for the
Individual Defendants:
|
K&L Gates
LLP
Charles Lee
Eisen
Nicholas G. Terris
Amy J. Eldridge
1601 K Street,
N.W.
Washington, D.C. 20006-1600
|
|
|
Counsel for the
Company:
|
PROCTOR HEYMAN
LLP
Kurt M.
Heyman
Dawn Kurtz
Crompton
300 Delaware Ave.,
Suite 200
Wilmington, DE
19801
|
PLEASE DO NOT CALL OR WRITE THE COURT REGARDING THIS
NOTICE.
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SOURCE Rock Creek Pharmaceuticals, Inc.