Current Report Filing (8-k)
February 06 2018 - 04:01PM
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): January 31, 2018
Cocrystal
Pharma, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
|
|
000-55158
|
|
20-5978559
|
(State
or other Jurisdiction
of Incorporation)
|
|
(Commission
File Number)
|
|
SPA(IRS
Employer
Identification No.)
|
1860
Montreal Rd, Tucker, GA
|
|
30084
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (425) 398-7178
(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:
[ ]
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
[ ]
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
[ ]
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
[ ]
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
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. [ ]
Item
3.02 Unregistered Sales of Equity Securities.
On January 31, 2018, Cocrystal
Pharma, Inc. (the “Company”), entered into a Securities Purchase Agreement (the “SPA”) with OPKO Health,
Inc. (the “Purchaser”), pursuant to which the Company borrowed $1,000,000 from the Purchaser in exchange
for issuing the Purchaser an 8% Convertible Note (the “Note”) due January 31, 2020. At the option of the Purchaser,
the Note is convertible at $8.10 per share. In the event the Company completes a financing in which the Company receives
at least $10,000,000 in gross proceeds and issues common stock or common stock equivalents to the investor (a “Financing”)
or there is a change of control of the Company (or sale of substantially all of the Company’s assets), the outstanding principal
amount of the Note shall automatically convert. Upon the closing of a Financing, the conversion price of the Note shall be the
lesser of (i) $8.10 per share and (ii) the price per share of the securities sold in the Financing.
After adjustment for the Company’s January 18, 2018, 1-for-30 reverse split, the terms of the
Note and SPA are identical to those disclosed in the Company’s
Current
Report on Form 8-K, filed with the Securities and Exchange Commission (the “Commission”) on December 1, 2017.
To
the extent required by Item 3.02 of Form 8-K, the information contained in the Company’s Current Report on Form 8-K filed
with the Commission on December 1, 2017, including the form of the SPA and Note attached as Exhibits 10.1 and 10.2 thereto, is
incorporated herein by reference.
The
Note was issued and sold in reliance upon the exemption from registration contained in Section 4(a)(2) of the Securities Act of
1933 (the “Act”) and Rule 506 promulgated thereunder. The Note (and the shares of common stock underlying the Note)
may not be offered or sold in the United States in the absence of an effective registration statement or exemption from the registration
requirements under the Act. The investor is an accredited investor and there was no general solicitation.
Item
9.01 Financial Statements and 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 thereunto duly authorized.
|
Cocrystal
Pharma, Inc.
|
|
|
|
Date:
February 6, 2018
|
By:
|
/s/
James Martin
|
|
Name:
|
James
Martin
|
|
Title:
|
Chief
Financial Officer
|