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.
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.
Ted Jenkins Vice President, Corporate Strategy, Development, Investor Relations Rock Creek Pharmaceuticals 2040 Whitfield Avenue, Suite 300 Sarasota, FL 34243 Direct: (941)251-0488 [email protected]
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
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, 2015and 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.