Current Report Filing (8-k)
01 November 2019 - 12:30AM
Edgar (US Regulatory)
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): October 30, 2019
Cocrystal
Pharma, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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001-38418
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35-2528215
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(State
or other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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19805
N. Creek Parkway
Bothell,
WA
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98011
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (786) 459-1831
(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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock
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COCP
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The
Nasdaq Stock Market LLC
(The Nasdaq Capital Market)
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Item 1.01 Entry into a Material Definitive Agreement.
On October 30, 2019, Cocrystal
Pharma, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with
Aegis Capital Corp., as representative of the underwriters identified therein (collectively, the “Underwriters”),
pursuant to which the Company agreed to issue and sell 3,529,412 shares of common stock, at a public offering price of
$0.85 per share (the “Offering”). Under the terms of the Underwriting Agreement, the Company granted the Underwriters
a 45-day option to purchase up to an additional 529,411 shares of common stock solely to cover over-allotments, if any.
The Company expects to receive approximately $2.6 million in net proceeds from the Offering (excluding the over-allotment
option), after deducting underwriting discounts and estimated offering expenses.
The shares are being
offered and sold pursuant to the Company’s effective registration statement on Form S-3 (Registration No. 333-220632), which
was declared effective by the Securities and Exchange Commission (the “SEC”) on October 10, 2017, and the base
prospectus included therein, as amended and supplemented by the preliminary prospectus supplement filed with the SEC on October
30, 2019, and the final prospectus supplement expected to be filed with the SEC on October 31, 2019.
The Underwriting Agreement contains customary representations, warranties and covenants of the Company, customary conditions
to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities
Act of 1933, and termination and other provisions customary for transactions of this nature. Certain of the Company’s
executive officers, directors and 5% beneficial owners have also agreed not to sell or transfer any securities of the Company
held by them for a period of 180 days, from November 4, 2019, subject to limited exceptions.
The
foregoing description of the Underwriting Agreement does not purport to be complete and is qualified by reference to such agreement,
a copy of which is filed as Exhibit 1.1 to this report and is incorporated herein by reference.
A
copy of the opinion of Nason, Yeager, Gerson, Harris & Fumero, P.A. relating to the validity of the issuance and sale of shares
of the Company’s common stock pursuant to the Underwriting Agreement is also filed herewith as Exhibit 5.1. The Underwriting
Agreement and the opinion filed herewith are incorporated by reference into the above referenced Registration Statement on Form
S-3.
Item 9.01. Financial Statements and Exhibits.
(d)
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Exhibit
No.
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Description.
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1.1
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Underwriting Agreement, dated as of October 30, 2019, by and between Cocrystal Pharma, Inc. and Aegis Capital Corp.*
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5.1
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Opinion of Nason, Yeager, Gerson, Harris & Fumero, P.A.
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23.1
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Consent of Nason, Yeager, Gerson, Harris & Fumero, P.A. (included in the opinion of Nason, Yeager, Gerson, Harris & Fumero, P.A. as Exhibit 5.1)
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*
Exhibits and/or Schedules have been omitted. The Company hereby agrees to furnish to the Commission upon request any omitted information.
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.
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Cocrystal
Pharma, Inc.
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Date:
October 31, 2019
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By:
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/s/
James Martin
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Name:
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James
Martin
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Title:
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Chief
Financial Officer
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