Current Report Filing (8-k)
November 06 2020 - 5:21PM
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):
November 4, 2020
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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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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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 3.01 Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
On November 4, 2020, Cocrystal Pharma, Inc.
(the “Company”) received a letter from the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company of
its noncompliance with Nasdaq Listing Rule 5550(a)(2) (the “Rule”) by failing to maintain a minimum bid price for its
common stock of at least $1.00 per share for 30 consecutive business days.
According to the letter, the Company has a
180 calendar day grace period to regain compliance with the Rule (the “Grace Period”), subject to a potential 180 calendar
day extension, as described below. To regain compliance, the Company’s common stock must have a minimum closing bid price
of at least $1.00 per share for at least 10 consecutive business days within the Grace Period. In the event the Company does not
regain compliance by May 3, 2021, the end of the Grace Period, the Company may be eligible for an additional 180 calendar day grace
period to regain compliance. To qualify for the additional grace period, the Company will be required to meet the continued listing
requirement for the market value of its publicly held shares and all other initial listing standards for The Nasdaq Capital Market,
with the exception of the bid price requirement, and will need to provide written notice of its intention to cure the deficiency
during the second grace period, by effecting a reverse stock split if necessary. However, if it appears to Nasdaq at the end of
the Grace Period that the Company will be unable to cure the deficiency, or if the Company is not otherwise eligible for the additional
cure period, Nasdaq will provide notice that the Company’s common stock will be subject to delisting.
The letter has no immediate impact on the listing
of the Company’s common stock, which will continue to be listed and traded on The Nasdaq Capital Market, subject to the Company’s
compliance with the other continued listing requirements of The Nasdaq Capital Market.
The Company intends to monitor the bid price
of its common stock and assess its options for maintaining the listing of its common stock on The Nasdaq Capital Market.
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: November 6, 2020
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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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