Item
1.01 Entry into a Material Definitive Agreement.
On
May 4, 2021, Cocrystal Pharma, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”)
with H.C. Wainwright & Co., LLC (the “Underwriter”), pursuant to which the Company agreed to issue and sell 26,000,000
shares of the Company’s common stock, par value $0.001 per share, at a public offering price of $1.54 per share, less underwriting
discounts and commissions (the “Offering”). The Company expects to receive approximately $36.4 million in net proceeds from
the Offering, after deducting underwriting discounts and estimated offering expenses.
The
closing of the Offering is expected to occur on or about May 7, 2021.
The
shares are being offered and sold pursuant to the Company’s effective registration statement on Form S-3 (Registration No. 333-237738),
which was declared effective by the Securities and Exchange Commission (the “SEC”) on May 13, 2020, and the base prospectus
included therein, as amended and supplemented by the prospectus supplement filed with the SEC on May 5, 2021.
The
Underwriter is acting as the sole book-running manager for the Offering. The Company will pay the Underwriter an underwriting discount
equal to 7.5% of the gross proceeds of the Offering and a management fee equal to 1% of the gross proceeds of the Offering and reimburse
the Underwriter for a non-accountable expense allowance of $50,000, up to $90,000 in legal fees and $15,950 for the clearing expenses.
The
Underwriting Agreement contains customary representations, warranties and covenants of the Company, customary conditions to closing,
indemnification obligations of the Company and the Underwriter, including for liabilities under the Securities Act of 1933, and termination
and other provisions customary for transactions of this nature. Pursuant to the Underwriting Agreement, subject to limited exceptions,
the Company agreed not to sell any shares of its common stock or any securities convertible into, or exercisable for, common stock for
a period ending 90 days after the closing of the Offering, without first obtaining the written consent of the Underwriter.
The
foregoing description of the terms and conditions of the Underwriting Agreement and the Offering does not purport to be complete and
is subject to, and qualified in its entirety by reference to, the Underwriting Agreement, which is filed herewith as Exhibit 1.1 and
is incorporated herein by reference.
A
copy of the opinion of Nason, Yeager, Gerson, Harris & Fumero, P.A. relating to the validity of the issuance and sale of shares of
the Company’s common stock pursuant to the Underwriting Agreement is also filed herewith as Exhibit 5.1. The Underwriting Agreement
and the opinion filed herewith are incorporated by reference into the above referenced Registration Statement on Form S-3.