Current Report Filing (8-k)
January 07 2019 - 9:05AM
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 2, 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.): N/A
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. [ ]
Item
1.01 Entry Into a Material Definitive Agreement.
On
January 2, 2019, Cocrystal Pharma, Inc. (the “Company”) entered into an Exclusive License and Research Collaboration
Agreement (the “Agreement”) with Merck Sharp & Dohme Corp. (“Merck”) to discover and develop certain
proprietary influenza A/B antiviral agents.
Under
the terms of the agreement, Merck will fund research and development for the program, including clinical development, and will
be responsible for worldwide commercialization of any products derived from the collaboration. Cocrystal will be paid an upfront
sum and is eligible to receive payments related to designated development, regulatory and sales milestones with the potential
to earn up to $156 million, as well as royalties on product sales.
The
Agreement contains certain termination provisions that can be invoked by either party.
Item
7.01 Regulation FD.
On
January 3, 2019 Cocrystal Pharma, Inc. announced the collaboration agreement with Merck. A copy of the press release attached
as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Item 7.01 (including Exhibit 99.1) shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise
subject to the liabilities under such section, and shall not be deemed to be incorporated by reference into any filing of the
Company under the Securities Act of 1933 or the Exchange Act.
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:
January 7, 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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