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): ~~August~~September 2428, 2016

Rock Creek Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

Delaware

000-15324

52-1402131

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


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)

Not Applicable

(Former name or former address, if changed since last report)

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:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 21.0403. ~~Triggering~~Bankruptcy ~~Events That Accelerate~~ or ~~Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement~~Receivership.

~~On August 24, 2016,~~ Rock Creek Pharmaceuticals, Inc., ~~(the~~together ~~“Company”)~~with ~~received~~its antwo ~~Event~~wholly ofowned ~~Default~~subsidiaries ~~Redemption~~– ~~Notice~~RCP ~~from~~Development, ~~Hudson~~Inc. ~~Bay~~and ~~Master~~Star ~~Fund~~Tobacco, ~~Ltd~~Inc., afiled ~~Note~~voluntary ~~holder~~petitions inunder ~~the~~Chapter ~~Company’s~~7 ~~October 2015 private placement~~ of ~~$20 million in principal amount of Senior Secured Convertible Notes (~~the ~~“Notes”).~~ ~~Also~~United onStates ~~August~~Bankruptcy ~~24,~~Code ~~2016,~~in the ~~Company~~District ~~received an Event~~ of ~~Default~~Delaware ~~Notice from Tenor Capital Management,~~ on ~~behalf~~ ofSeptember ~~Alto Opportunity Master Fund~~27, ~~SPC, also a Note holder of the Notes~~2016.

The ~~notice~~case ~~received~~numbers ~~from Hudson Bay stated~~are ~~that pursuant to Section 14(o)(4) of the Note~~16-12120, ~~the~~16-12121 Holder may withdraw all or any part of the Collateral in the Holder Master Restricted Account upon the occurrence of any event which could reasonably be expected to result in a Cash Payment Obligation. Hudson Bay withdrew $6,664,188.87 from its Holder Master Restricted Account, leaving a balance of $200,000 in the account. Further, the notice constituted an Event of Default Redemption Notice in accordance with terms of Section 5(b) of the Note. Among other things, the notice claimed the Company failed to comply with Section 14(q)(i) of the Note and ~~therefore~~16-12123, ~~an Event of Default had occurred as set forth in Section 4(a)(xvi) of the Note~~respectively.

~~Hudson~~Rock ~~elected~~Creek ~~to redeem $3~~Pharmaceuticals,~~835,972.13~~ ofInc. ~~the~~reported ~~Conversion~~total ~~Amount~~assets ~~outstanding~~of ~~under~~$35,139.15 ~~the~~and ~~Note~~total atliabilities ~~the Event~~ of ~~Default Redemption Price of~~ $621,~~664~~300,~~188~~999.8735. ~~and~~RCP toDevelopment, ~~apply~~Inc. ~~the Collateral~~reported ~~withdrawn~~total inassets ~~satisfaction in full~~ of ~~the Cash Payment Obligation~~ $31,308.57 ~~After~~and ~~giving~~total ~~effect~~liabilities toof ~~the~~$51,956,693.87 ~~redemption~~ and ~~based~~Star ~~on Hudson~~Tobacco, ~~Bay’s~~Inc. ~~calculation~~reported oftotal ~~the~~assets ~~Event~~ of ~~Default Redemption Price~~$482,289.25 ~~Hudson~~and ~~Bay~~total ~~claims it retains a Note with an outstanding~~liabilities ~~Principal~~of ~~amount equal to~~ $612,~~996~~253,~~8709~~700.1631.

The notice from Tenor alleged an Event of Default under Section 4(a)(iv)(B) of the Note indicating that the Company would not be able to comply with conversion requests. The notice further alleged that the Company was not in compliance with financial covenants in Section 14(a) of the Note, which constituted an Event of Default. Tenor exercised its rights pursuant to Section 4(b) of the Note to require the entire outstanding principal amount and other amounts outstanding under the Note to accelerate and to become due and payable. Tenor has demanded payment of $7,322,815.24, which they claim are all amounts outstanding and payable under the Note. As partial payment, Tenor has withdrawn the entire balance of $3,517,255.56 from the Tenor Master Restricted Account and has demanded the balance remaining of $3,805,559.68 to be paid in cash no later than August 31, 2016.

Prior to receiving the default notices, the Company had, at the request of the lenders, sought and obtained approval from its stockholders to do a reverse split. Also, as previously disclosed, the Company has been seeking additional funding from other sources. The Company was in discussions with the Note holders regarding these matters when they issued the notices. Through the date of the notice, the Company had received $5,275,000 in cash proceeds from the Note and the total amount being demanded by the Note holders, after sweeping the cash from the Restricted Accounts is $10,802,429.84. The Company has neither agreed to nor denied the allegations in the notice or the calculations of the alleged balances due to the Note holders. As of the date of the notices, the Company had approximately $35,000 in its unrestricted cash accounts. The Company is actively exploring all options for treatment of its debt and funding its operating needs, including, but not limited to, initiation of proceedings under laws relating to bankruptcy or insolvency.

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 hereunto duly authorized.

	ROCK CREEK PHARMACEUTICALS, INC.
Date: August 29, 2016
Date: September 28, 2016	By:	/s/ William L. McMahon
	By:	/s/ William L. McMahon
		Name:	William L. McMahon
	Name:	William L. McMahon
		Title:	Chief Financial Officer
	Title:	Chief Financial Officer

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