Current Report Filing (8-k)
April 22 2020 - 8:06AM
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 19, 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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[ ]
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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
April 19 2020, Cocrystal Pharma, Inc. (the “Company”) entered into a License Agreement (the “Agreement”)
with Kansas State University Research Foundation (the “Foundation”) effective April 1, 2020. The Company has previously
entered into a License Agreement with the Foundation as disclosed in Current Report on Form 8-K filed on February 24, 2020 (the
“February 2020 Agreement”). The Agreement is in addition to the February 2020 Agreement.
Pursuant
to the terms of the Agreement, the Foundation granted the Company an exclusive royalty bearing license to practice under certain
patent rights under patent applications covering antivirals against coronaviruses, caliciviruses, and picornaviruses,
and related know-how, including to make and sell therapeutic, diagnostic and prophylactic products.
The Company
agreed to pay the Foundation a one-time non-refundable license initiation fee of $110,000 and annual license maintenance fees.
The Company also agreed to make certain future milestone payments, dependent upon the progress of clinical trials, regulatory
approvals, and initiation of commercial sales in the United States and certain countries outside the United States.
The
Agreement will remain in effect until the expiration of the patent rights covered by the Agreement, unless earlier terminated
pursuant to customary terms.
The foregoing
description of the Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its
entirety by reference to the full text of the Agreement, a copy of which will be filed as an exhibit to the Company’s future
periodic report.
Item
7.01 Regulation FD.
On
April 22, 2020, the Company issued a press release announcing the Agreement. A copy of the press release is furnished as Exhibit
99.1 hereto, and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of
1934, or otherwise subject to the liabilities of that section. Furthermore, Exhibit 99.1 shall not be deemed to be incorporated
by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, except as shall be
expressly set forth by specific reference in such filing.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
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:
April 22, 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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