Current Report Filing (8-k)
October 02 2020 - 8:01AM
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): September 22, 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
8.01 Other Events.
On
September 22, 2020, United States District Court for the District of New Jersey (the “Court”) entered an order preliminarily
approving the Stipulation and Agreement of Settlement, dated August 20, 2020 (the “Stipulation”) by and among the
plaintiffs in the previously disclosed shareholder derivative action and certain related shareholder derivative actions, Cocrystal
Pharma, Inc. (the “Company”) as the nominal defendant, and defendants, including certain of the Company’s current
and former directors and officers. The settlement as documented in the Stipulation is subject to the approval of the Court. The
proposed settlement requires that certain defendants named in the Stipulation, other than the Company, pay the plaintiffs’
attorneys’ fees and expenses in the amount of $275,000, and that the Company adopt within 60 days of the final approval
of the settlement by the Court certain corporate governance enhancements described in Exhibit A to the Stipulation. As required
by the Stipulation and the Court’s preliminary approval order, the Notice of Proposed Settlement of Derivative Action is
filed as Exhibit 99.1 and the Stipulation is filed as Exhibit 99.2 to this Current Report on Form 8-K.
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:
October 2, 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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