Item
1.01 Entry into a Material Definitive Agreement.
On July 19, 2018, Cocrystal Pharma,
Inc. (the “Company”) entered into an Equity Distribution Agreement (the “Distribution Agreement”)
with Ladenburg Thalmann & Co. Inc. (“Ladenburg”), Barrington Research Associates, Inc. (“Barrington”),
and A.G.P./Alliance Global Partners (“AGP,” and together with Ladenburg and Barrington, the “Sales Agents”),
pursuant to which the Company may issue and sell over time and from time to time, to or through the Sales Agents, up to $10,000,000
of shares of the Company’s common stock (the “Shares”).
Sales of the Shares, if any, may be
made in negotiated transactions or transactions that are deemed to be an “at-the-market offering” as defined in Rule
415 under the Securities Act of 1933 (the “Securities Act”), including without limitation sales made directly on The
Nasdaq Stock Market, on any other existing trading market for the Company’s common stock or to or through a market maker.
The Sales Agents will use commercially reasonable efforts to sell on our behalf all of the Shares requested to be sold
by the Company, consistent with their normal trading and sales practices, subject to the terms of the Distribution Agreement.
Under the Distribution Agreement, the Sales Agents will be entitled to compensation of up to 2.0% of the gross proceeds
from the sales of Shares sold by them under the Distribution Agreement.
Ladenburg
has a “conflict of interest” within the meaning of Financial Industry Regulatory Authority (“FINRA”) Rule
5121(f)(5)(B) in this offering because Dr. Phillip Frost beneficially owns more than 10% of our common equity and more than 10%
of the common equity of Ladenburg’s parent, Ladenburg Thalmann Financial Services, Inc. Dr. Frost is also a director of
ours and chairman of the board of Ladenburg Thalmann Financial Services, Inc. Due to this conflict of interest, Barrington Research
is acting as a “qualified independent underwriter” in accordance with FINRA Rule 5121.
The Shares are being offered and sold
pursuant to a base prospectus dated October 10, 2017, as supplemented by a prospectus supplement dated July 19,
2018, in each case filed with the Securities and Exchange Commission (the “Commission”) as part of the Company’s
effective Registration Statement on Form S-3 (File No. 333-220632) (the “Registration Statement”), which was initially
filed with the Commission on September 26, 2017 and declared effective on October 10, 2017. Interested investors should read the
Registration Statement, the base prospectus and the prospectus supplement and all documents incorporated therein by reference.
The Distribution Agreement is filed as Exhibit
1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the material terms
of the Distribution Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its
entirety by reference to such exhibit.
The
Distribution Agreement has been included to provide investors and security holders with information regarding its terms and conditions.
The representations, warranties and covenants contained in the Distribution Agreement were made only for purposes of that agreement
and as of specific dates, and were solely for the benefit of the parties to the Distribution Agreement. Investors should not rely
on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts
or condition of the Company or any of its subsidiaries or affiliates. Moreover, information concerning the subject matter of the
representations, warranties and covenants may change after the date of the Distribution Agreement, which subsequent information
may or may not be fully reflected in public disclosures by the Company.
This Current Report on Form 8-K does not constitute
an offer to sell or a solicitation of an offer to buy any securities. The Registration Statement relating to these securities
has been filed with the Commission and is effective. Copies of the prospectus supplement and base prospectus relating to
the offering may be obtained when available by contacting Ladenburg Thalmann & Co. Inc., Attention: Prospectus Department,
277 Park Avenue, 26th Floor, New York, New York 10172, by calling (212) 409-2000, or by visiting EDGAR on the Commission’s
website at
www.sec.gov
.