Current Report Filing (8-k)
October 30 2019 - 4:39PM
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”) and A.G.P./Alliance Global Partners amended and restated its Equity Distribution Agreement,
dated as of July 19, 2018 (the “Agreement”) to reduce the amount to be raised under the Agreement from $10,000,000
to $6,000,000 (inclusive of the $351,576 which has been raised to date).
The Company’s shares of
common stock are being offered and sold pursuant to a base prospectus, dated October 10, 2017, 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.
The
amended and restated 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 Agreement and the transactions contemplated thereby does not purport to
be complete and is qualified in its entirety by reference to such exhibit.
The
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 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 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 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 A.G.P./Alliance Global Partners,
Attention: Thomas Higgins, by calling 212-624-2060, or by visiting EDGAR on the Commission’s website at
www.sec.gov.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
*
Exhibits have been omitted. The Company hereby agrees to furnish to the Commission upon request any omitted exhibit to the Amended
and Restated Equity Distribution Agreement.
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 30, 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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