Current Report Filing (8-k)
April 24 2017 - 4:16PM
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): April 20, 2017
Cocrystal
Pharma, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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000-55158
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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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1860
Montreal Rd, Tucker, GA
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30084
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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: (678) 892-8800
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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Item
3.02 Unregistered Sales of Equity Securities.
On
April 20, 2017, Cocrystal Pharma, Inc. (the “Company”) closed on proceeds of $3,000,000 in a private placement offering
of 12,500,000 shares of the Company’s common stock at a purchase price of $0.24 per share to three accredited investors,
which included Chairman Dr. Raymond F. Schinazi and OPKO Health, Inc., of which the Company’s director Dr. Phillip Frost
is Chairman and Chief Executive Officer.
The
Company intends to use the net proceeds of the offering for working capital and general corporate purposes. The form of Securities
Purchase Agreement is attached as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.
All
of the securities were issued and sold in reliance upon the exemption from registration contained in Section 4(a)(2) of the Securities
Act of 1933 (the “Act”) and Rule 506 promulgated thereunder. These securities may not be offered or sold in the United
States in the absence of an effective registration statement or exemption from the registration requirements under the Act. The
investors are accredited investors and there was no general solicitation.
Item
9.01 Financial Statements and Exhibits
Exhibit
No.
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Exhibit
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10.1
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Form of Securities
Purchase Agreement
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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 thereunto duly authorized.
Date: April
24, 2017
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Cocrystal Pharma, Inc.
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By:
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/s/ Gary Wilcox
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Name:
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Gary Wilcox
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Title:
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Interim Chief Executive
Officer
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